EXHIBIT 10.3
XXXXXXXX
CHANCE LIMITED LIABILITY PARTNERSHIP
EXECUTION COPY
SOUTH GYLE RECEIVABLES TRUSTEE LIMITED
as Receivables Trustee
THE ROYAL BANK OF SCOTLAND PLC
as Transferor Beneficiary, Transferor,
Servicer and Trust Cash Manager
NATIONAL WESTMINSTER BANK PLC
as Transferor Beneficiary and Transferor
RBS CARDS SECURITISATION FUNDING LIMITED
as Loan Note Issuer and Series 2005-A Investor Beneficiary
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SERIES 2005-A SUPPLEMENT
DATED 15 DECEMBER 2005
TO
RECEIVABLES TRUST DEED AND
TRUST CASH MANAGEMENT AGREEMENT
DATED 27 MARCH 2000
AS AMENDED AND RESTATED
ON 28 SEPTEMBER 2000 AND
27 OCTOBER 2005
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CONTENTS
CLAUSE PAGE
PART 1....................................................................... 3
INTERPRETATION............................................................... 3
Defined Terms................................................................ 3
General...................................................................... 3
PART 2....................................................................... 4
EFFECT OF SUPPLEMENT......................................................... 4
Categories Of Additional Beneficiaries And Designation....................... 4
Rights Of The Investor Beneficiary In Respect Of Series 2005-A............... 5
Consent Of Existing Beneficiaries............................................ 5
Declaration Of Receivables Trustee........................................... 6
PART 3....................................................................... 9
UNDERTAKINGS AND AGREEMENTS.................................................. 9
Undertaking By The Transferors As To Periodic Finance
Charges And Other Fees....................................................... 9
Undertakings By RBS And Natwest.............................................. 9
Agreements Of The Investor Beneficiary...................................... 10
Negative Covenants Of The Investor Beneficiary.............................. 13
Further Undertakings Of The Investor Beneficiary............................ 15
PART 4...................................................................... 19
MISCELLANEOUS............................................................... 19
NOTICES..................................................................... 19
THE SCHEDULE................................................................ 20
SUPPLEMENT TO THE RECEIVABLES TRUST DEED AND TRUST CASH
MANAGEMENT AGREEMENT........................................................ 20
PART 1...................................................................... 20
Definitions................................................................. 20
Calculations And Information................................................ 46
PART 2...................................................................... 47
Calculations And Information................................................ 47
Servicing Compensation And Acquired Interchange............................. 47
PART 3...................................................................... 49
Calculations And Information................................................ 49
Cash Management Compensation And Allocation Of Acquired Interchange......... 49
PART 4...................................................................... 51
Calculations And Information................................................ 51
Trustee Payment Amount...................................................... 51
PART 5...................................................................... 53
Calculations And Information................................................ 53
Rights Of Additional Beneficiaries To Collections ERROR! BOOKMARK NOT DEFINED.
Calculations And Distributions.............................................. 53
Cash Available For Acquisition.............................................. 58
Calculation Of Monthly Required Expense Amounts............................. 60
Calculation Of Monthly Principal Amounts.................................... 62
Coverage Of Required Amount................................................. 64
Payments Of Amounts Representing Finance Charge Collections................. 65
Payments Of Amounts Representing Available Investor Principal Collections... 68
Reserved - Intentionally Left Blank......................................... 70
Investor ChargeOffs......................................................... 70
Investor Indemnity Amount................................................... 72
Available Spread............................................................ 73
Reallocated Class C Principal Collections................................... 76
Reallocated Class B Principal Collections................................... 77
Shared Principal Collections................................................ 78
Spread Account.............................................................. 78
Principal Funding Account................................................... 82
Finance Funding Account..................................................... 85
Reserve Account............................................................. 86
PART 6...................................................................... 90
Monthly Statement To Series 2005-A.......................................... 90
PART 7...................................................................... 92
Series 2005-A Pay Out Events................................................ 92
EXHIBIT B FORM OF MONTHLY STATEMENT......................................... 95
EXHIBIT C FORM OF MONTHLY PAYMENT ADVICE AND NOTIFICATION TO THE
RECEIVABLES TRUSTEE........................................................ 100
EXHIBIT D SCHEDULE TO EXHIBIT B............................................ 112
Schedule 1 SUB-CLASS DEFINITIONS...................................... 116
THIS SERIES 2005-A SUPPLEMENT, is made in Jersey on 15 December 2005 as a Deed
BY AND BETWEEN:
(1) SOUTH GYLE RECEIVABLES TRUSTEE LIMITED, (the "RECEIVABLES TRUSTEE") a
company incorporated in Jersey, Channel Islands with registered number
76197 having its registered office at 00 Xxxxxxxxx Xxxxxx, Xx. Xxxxxx,
Xxxxxx, Xxxxxxx Xxxxxxx, XX0 0XX in its capacity as trustee of the
trust (the "RECEIVABLES TRUST") constituted by a Receivables Trust
Deed and Trust Cash Management Agreement (the "RECEIVABLES TRUST DEED
AND TRUST CASH MANAGEMENT AGREEMENT") dated 27 March 2000 amended and
restated on 28 September 2000 and on 27 October 2005;
(2) THE ROYAL BANK OF SCOTLAND PLC, ("RBS") an institution authorised
under the Banking Xxx 0000, having its registered office at 00 Xx.
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx XX0 0XX, in its capacities as
Transferor Beneficiary (a "TRANSFEROR BENEFICIARY") of the Receivables
Trust and as Servicer (the "SERVICER") and Trust Cash Manager (the
"TRUST CASH MANAGER") of the Receivables Trust and as Transferor (a
"TRANSFEROR") of the Receivables pursuant to the terms of a
receivables securitisation agreement (the "RSA") dated 27 March 2000
amended and restated on 28 September 2000 and on 27 October 2005;
(3) NATIONAL WESTMINSTER BANK PLC, ("NATWEST") a public limited liability
company incorporated in England and Wales with company number 929027,
having its registered office at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX in
its capacities as Transferor Beneficiary of the Receivables Trust (a
"TRANSFEROR BENEFICIARY") and as Transferor (a "TRANSFEROR") of the
Receivables pursuant to the terms of the RSA; and
(4) RBS CARDS SECURITISATION FUNDING LIMITED, a private limited company
incorporated in Jersey, Channel Islands, with company number 76199,
having its registered office at Royal Bank House, 00 Xxxx Xxxxxx, Xx.
Xxxxxx, Xxxxxx XX0 0XX, Channel Islands, in its capacities as Loan
Note Issuer (the "LOAN NOTE ISSUER") and Investor Beneficiary for
Series 2005-A (in respect of the Series 2005-A Investor Interest, as
defined herein, the "SERIES 2005-A INVESTOR BENEFICIARY").
WHEREAS
(A) The Loan Note Issuer previously contributed to the Receivables
Trust on:
* 27 March 2000 in respect of Series 00-A and Series 00-B
* 28 September 2000 in respect of Series 00-C
and now intends to become the Series 2005-A Investor Beneficiary of
the Receivables Trust pursuant to an Acquisition in accordance with
Clause 4.4 of the Receivables Trust Deed and Trust Cash Management
Agreement, in the manner and in the amount set out herein.
(B) RBS and Natwest each as a Transferor Beneficiary (who, prior to the
execution of this Supplement, constitute Beneficiaries of the
Receivables Trust) intend to consent in the
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manner set out herein to the Loan Note Issuer becoming the Series
2005-A Investor Beneficiary.
(C) The Receivables Trustee intends to supplement and vary the Receivables
Trust Deed and Trust Cash Management Agreement in the manner and to
the extent set out herein.
(D) It is intended by the parties hereto that, following the simultaneous
execution and completion of the transactions contemplated by this
Supplement, the Loan Note Issuer will become the Series 2005-A
Investor Beneficiary of the Receivables Trust as supplemented and
varied in accordance with the provisions hereof and that the Investor
Beneficiary will constitute or form part of a Series for the purposes
of the Receivables Trust Deed and Trust Cash Management Agreement;
such Series in respect of this Supplement to be referred to as "SERIES
2005-A".
(E) It is acknowledged by the parties hereto that the Loan Note Issuer
will issue the Related Debt (as defined herein) secured on its
beneficial entitlement as the Series 2005-A Investor Beneficiary to
Arran Funding Limited (the "SERIES 2005-A ISSUER") and that the Series
2005-A Issuer will issue the Associated Debt (as defined herein)
secured on the Related Debt acquired by the Series 2005-A Issuer.
NOW IT IS HEREBY AGREED as follows:
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PART 1
INTERPRETATION
1. DEFINED TERMS
Terms defined in Schedule 1 (the Master Definitions Schedule) and
common terms of interpretation contained in Schedule 2 (Common Terms)
of the Master Framework Agreement dated 27 March 2000 amended and
restated on 28 September 2000 and on 27 October 2005 between, among
others, the Receivables Trustee, the Investor Beneficiary, RBS and
Natwest (as the same may be amended, varied or supplemented from time
to time, (the "MASTER FRAMEWORK AGREEMENT") and in the Schedule
attached hereto shall have the same meanings when used in this
Supplement and the recitals hereto unless the context requires
otherwise PROVIDED, HOWEVER, that in the event that any term or
provision contained in the Schedule attached hereto shall conflict
with or be inconsistent with any provision contained in the
Receivables Trust Deed and Trust Cash Management Agreement or the
terms of the relevant schedule of the Master Framework Agreement, the
terms and provisions of the Schedule attached hereto shall prevail
with respect to Series 2005-A only.
2. GENERAL
(a) The headings and the contents pages in this Supplement shall
not affect its interpretation; and
(b) Words denoting the singular number only shall include the
plural number also and vice versa; words denoting one gender
only shall include the other gender.
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PART 2
EFFECT OF SUPPLEMENT
3. CATEGORIES OF ADDITIONAL BENEFICIARIES AND DESIGNATION
(a) Upon payment of the contribution to the Receivables Trust
referred to in 3(b) below and the issue or annotation (as the
case may be) of a duly executed and authenticated Investor
Certificate to the Series 2005-A Investor Beneficiary
representing its Aggregate Investor Interest in the Receivables
Trust, the Loan Note Issuer will on the Closing Date become the
Series 2005-A Investor Beneficiary under this Supplement by way
of an Acquisition in accordance with Clause 4.4 of the
Receivables Trust Deed and Trust Cash Management Agreement. The
Series 2005-A Investor Beneficiary shall, for all purposes
under the Receivables Trust Deed and Trust Cash Management
Agreement, as supplemented by this Supplement, be beneficially
entitled to Trust Property in an amount equal to the Initial
Investor Interest together with its associated proportional
entitlement to Finance Charge Receivables and other Trust
Property.
(b) In order for the Acquisition referred to in 3(a) above to be
effected, a contribution to the Receivables Trust in respect of
Series 2005-A shall be payable by the Series 2005-A Investor
Beneficiary to the Receivables Trustee in an amount equal to
the Initial Investor Interest, by depositing such amount in the
Trustee Acquisition Account on the Closing Date or such other
date as specified.
(c) Each month a further contribution as calculated by the
Receivables Trustee in accordance with the schedule to this
Supplement (calculations and information) shall be paid by the
Series 2005-A Investor Beneficiary to the Receivables Trustee
by way of further contribution in respect of its interest in
the Receivables Trust ("ADDITIONAL CONSIDERATION").
The size of each of the constituent elements of any payment of
Additional Consideration will be identified. The different
possible categories being:
1. "TRUSTEE PAYMENT AMOUNT";
2. "TRUST CASH MANAGEMENT FEE PAYMENT AMOUNT";
3. "LOSS MAKE-UP (DEFAULT)";
4. "LOSS MAKE-UP (CHARGE-OFF)";
5. "REFUNDED UTILISED PRINCIPAL COLLECTIONS";
6. "EXCESS SPREAD";
7. "RESERVE ACCOUNT SURPLUS";
8. "SPREAD ACCOUNT SURPLUS";
9. "INVESTMENT PROCEEDS" (to the extent not included in
Excess Spread); and
10. "INVESTOR INDEMNITY AMOUNT"
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(d) Series 2005-A shall be included in Group One. Series 2005-A
shall not be subordinated to any other Series.
4. RIGHTS OF THE INVESTOR BENEFICIARY IN RESPECT OF SERIES 2005-A
(a) Following the Acquisition referred to in Clause 3 above, the
beneficial entitlement of the Series 2005-A Investor
Beneficiary (the "SERIES 2005-A BENEFICIARY INTEREST") up to
and including the Series 2005-A Termination Date shall be as
set out below:
(A) in respect of Undivided Bare Trust Property other than
Finance Charge Collections, Acquired Interchange and
earnings on Permitted Investments which are Undivided
Bare Trust Property that proportion which the Adjusted
Investor Interest for Series 2005-A bears on that day to
the sum of the Aggregate Adjusted Investor Interest and
the Aggregate Transferor Interest on that day;
(B) in respect of that Undivided Bare Trust Property which
consists of Finance Charge Collections, Acquired
Interchange and earnings on Permitted Investments which
are Undivided Bare Trust Property received during any
Monthly Period, the Floating Investor Percentage for
Series 2005-A for that Monthly Period; and
(C) in relation to Absolute Bare Trust Property held for the
Investor Beneficiary, the Absolute Bare Trust Property
held absolutely for the Investor Beneficiary from time
to time.
(b) The beneficial entitlement of the Series 2005-A Beneficiary
Interest to Trust Property shall terminate on the day
immediately following the Series 2005-A Termination Date.
5. CONSENT OF EXISTING BENEFICIARIES
(a) Each of RBS and Natwest, as a Transferor Beneficiary and the
Loan Note Issuer as the Investor Beneficiary being together all
the existing Beneficiaries of the Receivables Trust, prior to
the execution of this Supplement, hereby consent to the Loan
Note Issuer becoming a Beneficiary of the Receivables Trust in
its capacity as the Series 2005-A Investor Beneficiary pursuant
to the terms of Clause 4 of the Receivables Trust Deed and
Trust Cash Management Agreement and the provisions of this
Supplement upon payment of the contribution referred to in
Clause 3(b) above and the issue or annotation (as the case may
be) of a duly executed and authenticated Investor Certificate;
(b) Each of RBS and Natwest hereby consent to the creation by the
Loan Note Issuer of an Encumbrance over its Series 2005-A
Beneficiary Interest pursuant to the Security Trust Deed
executed in connection with the Related Debt; and
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(c) Each of RBS and Natwest hereby consent to the creation by the
Series 2005-A Issuer of an Encumbrance over its rights as a
secured party in respect of the Related Debt relating to the
Series 2005-A Beneficiary Interest pursuant to the deed of
charge executed by the Series 2005-A Issuer in connection with
the Series 2005-A Associated Debt as contemplated in the Series
2005-A Associated Debt Prospectus.
6. DECLARATION OF RECEIVABLES TRUSTEE
With the consent of each of the existing Beneficiaries of the
Receivables Trust as set out in Clause 5(a), the Receivables Trustee
hereby declares that (i) the Loan Note Issuer shall become a
Beneficiary of the Receivables Trust in its capacity as the Series
2005-A Investor Beneficiary, with effect from the payment of the
contribution referred to in Clause 3(b) above and the issue or
annotation (as the case may be) of a duly executed and authenticated
Investor Certificate to the Loan Note Issuer (including the newly
granted entitlement in respect of Series 2005-A) on the Closing Date
(and for the avoidance of doubt such time shall be prior to the
undertaking of calculations and allocations of Trust Property by the
Trust Cash Manager on the Closing Date), (ii) the Receivables Trust
Deed and Trust Cash Management Agreement shall be supplemented and
varied in the manner and to the extent set out below and (iii) the
Receivables Trust Deed and Trust Cash Management Agreement shall from
such time on the Closing Date be read and construed for all purposes
as supplemented and varied as set out in the Schedule to this
Supplement and the Receivables Trust shall be supplemented and varied
accordingly:
(a) Clause 1 of the Receivables Trust Deed and Trust Cash
Management Agreement shall be supplemented and varied with
respect to the Loan Note Issuer in its capacity as Investor
Beneficiary by the addition of the definitions set out in
Part 1 of the Schedule to this Supplement. In the event that
any term or provision contained therein shall conflict with or
be inconsistent with any provision contained in the Receivables
Trust Deed and Trust Cash Management Agreement, the terms and
provisions of the Schedule shall govern. All Part, Clause or
sub-clause references in the Schedule shall be to the relevant
Part, Clause or sub-clauses of the Receivables Trust Deed and
Trust Cash Management Agreement, except as otherwise provided
in the Schedule. All capitalised terms used in the Schedule
which are not otherwise defined therein are defined in the
Master Framework Agreement. Each capitalised term defined in
the Schedule shall relate only to Series 2005-A and no other
Series;
(b) for the purposes of Clause 4.7 of the Receivables Trust Deed
and Trust Cash Management Agreement in respect of Series
2005-A, the contribution referred to in Clause 3(b) above shall
be paid by the Investor Beneficiary on the Closing Date by
depositing the amount set out in Clause 3(b) above in the
Trustee Acquisition Account, which amount so deposited shall
constitute Cash Available for Acquisition on the Closing Date;
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(c) for the purposes of Clause 9.2(b) of the Receivables Trust Deed
and Trust Cash Management Agreement in respect of Series
2005-A, the share of the Investor Cash Management Fee payable
by the Receivables Trustee to the Trust Cash Manager which is
to be met from payments made to the Receivables Trustee by
Series 2005-A shall as provided in Clause 11(a) be calculated,
allocated and paid in the manner set out in Part 3 of the
Schedule;
(d) for the purposes of Clause 2.2.2 of the Beneficiaries Servicing
Agreement in respect of Series 2005-A, the share of the
Investor Servicing Fee payable by the Investor Beneficiary to
the Servicer which is to be met from payments to the Servicer
by Series 2005-A shall be calculated, allocated and paid in the
manner set out in Part 2 of the Schedule;
(e) for the purposes of Clause 7.15(b) of the Receivables Trust
Deed and Trust Cash Management Agreement in respect of Series
2005-A, the amount of the Aggregate Trustee Payment Amount
payable by the Investor Beneficiary in respect of Series 2005-A
shall as provided in Clause 11(b) be calculated, allocated and
paid in the manner set out in Part 4 of the Schedule;
(f) for the purposes of Clause 5 of the Receivables Trust Deed and
Trust Cash Management Agreement in respect of Series 2005-A,
Clauses 5.1, 5.2 and 5.3 shall be read in their entirety as
provided in the Receivables Trust Deed and Trust Cash
Management Agreement. Clause 5 (except for Clauses 5.1, 5.2 and
5.3 thereof) shall be read in its entirety as set out in Part 5
of the Schedule and shall be applicable only to the
Beneficiaries constituting Series 2005-A;
(g) for the purposes of Clause 9.5(b) of the Receivables Trust Deed
and Trust Cash Management Agreement a Monthly Trust Cash
Manager's Report relating to Series 2005-A shall be provided to
the Receivables Trustee and the Loan Note Issuer, as the Series
2005-A Investor Beneficiary, in the manner set out in Part 6 of
the Schedule; and
(h) for the purposes of Clause 6.2 of the Receivables Trust Deed
and Trust Cash Management Agreement, the Series Pay Out Events
applicable to Series 2005-A shall be the Series 2005-A Pay Out
Events set out in Part 7 of the Schedule.
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PART 3
UNDERTAKINGS AND AGREEMENTS
7. UNDERTAKING BY THE TRANSFERORS AS TO PERIODIC FINANCE CHARGES AND
OTHER FEES
Each Transferor hereby agrees that, except as otherwise required by
any Requirement of Law, or as may be determined by a Transferor to be
necessary in order for such Transferor to maintain its credit card and
related card business, (such determination being based upon a good
faith assessment by such Transferor, in its sole discretion, of the
nature of the competition in the credit card and related card business
in the United Kingdom as a whole, or in respect of Accounts relating
to an Additional Jurisdiction, of the nature of competition in the
credit card and related card business in such Additional Jurisdiction
as a whole), it shall not at any time reduce the Periodic Finance
Charges assessed on Receivables existing or arising under any
Designated Account or other fees on any Designated Account if, as a
result of such reduction, such Transferor's reasonable expectation of
the Portfolio Yield as of such date would be less than the then
Expense Rate.
8. UNDERTAKINGS BY RBS AND NATWEST
(a) NON-PETITION
RBS as Transferor, Transferor Beneficiary, initial Servicer and
Trust Cash Manager, and Natwest as Transferor and Transferor
Beneficiary hereby undertake (and any Additional Transferor, by
its designation as such, and any successor trust cash manager,
by its appointment under the Receivables Trust Deed and Trust
Cash Management Agreement, and any Successor Servicer, by its
appointment under the Beneficiaries Servicing Agreement, shall
each also undertake) to the Receivables Trustee or any
successor trustee for itself and as trustee for each
Beneficiary that each of them respectively will not take any
corporate action or other steps or legal proceedings for the
winding up, dissolution or re-organisation or for the
appointment of a receiver, administrator, administrative
receiver, trustee, liquidator, sequestrator or similar officer
of any Investor Beneficiary (unless such Investor Beneficiary
specifies otherwise in any related Supplement), the Receivables
Trustee or any successor trustee or the Receivables Trust or of
any or all of the revenues and assets of any of them nor
participate in any ex parte proceedings nor seek to enforce any
judgement against any other Investor Beneficiary.
(b) DISPOSALS
RBS and Natwest, each as Transferor Beneficiary hereby
undertake to each of the parties to this Supplement and to the
Receivables Trustee for itself and as trustee for each
Beneficiary that they will not make any Disposal or create or
grant any Encumbrance in respect of their respective beneficial
entitlements in the Receivables Trust except in accordance with
Clause 4.3 of the Receivables Trust
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Deed and Trust Cash Management Agreement and acknowledge that
any attempt to do so shall be void.
(c) LIMITED RECOURSE
RBS as Transferor, Transferor Beneficiary, initial Servicer and
Trust Cash Manager, and Natwest as Transferor Beneficiary and
Transferor, each respectively hereby undertake (and any
Additional Transferor, by its designation as such, and any
successor trust cash manager, by its appointment under the
Receivables Trust Deed and Trust Cash Management Agreement, and
any Successor Servicer, by its appointment under the
Beneficiaries Servicing Agreement shall each also undertake) to
the Receivables Trustee or any successor trustee for itself and
as trustee for each Beneficiary that:
(i) the obligations of the Receivables Trustee hereunder at
any time are limited to the lesser, at such time, of (a)
the nominal amount thereof (the "NOMINAL AMOUNT") and
(b) an amount (the "AVAILABLE AMOUNT") equivalent to the
value of the Trust Property at such time. No Beneficiary
shall have a right to have recourse to, or make demand
or initiate proceedings against the Receivables Trustee
whilst the nominal amount exceeds the available amount.
The Receivables Trustee shall incur no liability and be
under no additional duty to any person solely as a
result of any inability on its party to make payments or
to perform other obligations hereunder, which inability
results from the operation of the foregoing provisions
of this Clause 8(c); and
(ii) it shall have no recourse, in respect of any obligation,
covenant or agreement of the Receivables Trustee,
against any shareholder, officer, agent or director of
the Receivables Trustee.
9. AGREEMENTS OF THE INVESTOR BENEFICIARY
(a) USE OF UNDIVIDED BARE TRUST PROPERTY BY RECEIVABLES TRUSTEE
(i) The Investor Beneficiary acknowledges and agrees that
the Receivables Trustee or any successor trustee shall
utilise the Series 2005-A Beneficiary Interest in
respect of Undivided Bare Trust Property in making
payments for Receivables and otherwise in operating the
Undivided Bare Trust on the terms and subject to the
conditions of the Receivables Trust Deed and Trust Cash
Management Agreement and that the Series 2005-A Investor
Beneficiary shall not be entitled to receive any
Undivided Bare Trust Property, except to the extent and
in the circumstances set out in the Receivables Trust
Deed and Trust Cash Management Agreement and this
Supplement.
(ii) For the purposes of calculation only and for so long as
the Loan Note Issuer is the Series 2005-A Investor
Beneficiary, it is hereby agreed and acknowledged that
for the purposes of Clauses 5.16 and 5.17 of the
Schedule, amounts
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calculated to be notionally allocated to a Class of
Related Debt by the Loan Note Issuer as the Series
2005-A Investor Beneficiary may be treated for the
purpose of calculation only, as being reallocated to
another Class of such Related Debt and that the
Schedule, including in particular, but without
limitation, Clauses 5.16 and 5.17, shall be read and
construed accordingly. For the avoidance of doubt
nothing in this Supplement or the Schedule shall be
construed as resulting in a reallocation of beneficial
entitlement between the Undivided Bare Trust
beneficiaries.
(b) NON-PETITION
The Investor Beneficiary hereby undertakes to the Receivables
Trustee (and any successor trustee) for itself and as trustee
for each other Beneficiary that it will not take any corporate
action or other steps or legal proceedings for the winding up,
dissolution or re-organisation or for the appointment of a
receiver, administrator, administrative receiver, trustee,
liquidator, sequestrator or similar officer of any other
Investor Beneficiary (unless such Investor Beneficiary
specifies otherwise in any related Supplement), the Receivables
Trustee (or any successor trustee) or the Receivables Trust or
of any or all of the revenues and assets of any of them nor
participate in any ex parte proceedings nor seek to enforce any
judgement against any other Investor Beneficiary.
(c) DISPOSALS
(i) The Investor Beneficiary undertakes to the Receivables
Trustee for the benefit of itself and as trustee for
each other Beneficiary that it will not make any
Disposal or create or grant any Encumbrance in respect
of its beneficial entitlement in the Undivided Bare
Trust, except in accordance with Clause 4.3 of the
Receivables Trust Deed and Trust Cash Management
Agreement and acknowledges that any attempt to do so
shall be void;
(ii) without prejudice to the generality of Clause 9(c)(i)
above, the Loan Note Issuer hereby undertakes to the
Receivables Trustee for the benefit of itself and as
trustee for each other Beneficiary that it will not make
any Disposal or create or grant any Encumbrance in
respect of any of the Related Debt if the effect of any
such Disposal or Encumbrance could result in the
Investor Interest being beneficially held by or charged
to different persons and acknowledges that any attempt
to do so shall be void, PROVIDED THAT the Receivables
Trustee and each Transferor hereby acknowledge and
consent to (as evidenced by their respective executions
of this Supplement) that the Related Debt shall be
subject to the form of security granted for the benefit
of the Loan Note Holder pursuant to the supplement to
the Security Trust Deed, and PROVIDED, FURTHER THAT the
Related Debt will be subject to the form of security
that the Loan Note Holder has granted over its assets in
order to secure its obligations in respect of the
Associated Debt.
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(d) TAX
RBS Cards Securitisation Funding Limited in its capacity as the
Loan Note Issuer and Investor Beneficiary under this Supplement
hereby confirms that it has a business establishment (for the
purposes of Section 9 of the Value Added Tax Act 1994) in
Jersey, Channel Islands which is either its sole business
establishment (with no other fixed establishment anywhere else
in the world) or is its business (or other fixed) establishment
at which any services received by it as contemplated in the
Series 2005-A Relevant Documents are most directly used or to
be used or, as the case may be, its business (or other fixed)
establishment which is most directly concerned with any
services supplied by it as contemplated in the Relevant
Documents.
(e) ADDITIONAL SUPPLEMENTS
The Loan Note Issuer in its capacity as the Series 2005-A
Investor Beneficiary consents and confirms as a Beneficiary of
the Receivables Trust that, (i) subject to Clause 4.6(b) of the
Receivables Trust Deed and Trust Cash Management Agreement and
the prior written consent of each of the Beneficiaries of the
Receivables Trust (including the Loan Note Issuer), the
Receivables Trust may be supplemented and varied from time to
time in accordance with the terms of additional supplements;
and (ii) subject to the prior written consent of each of the
Beneficiaries of the Receivables Trust (including the Loan Note
Issuer) this Supplement may be varied from time to time in
accordance with the terms of paragraph (g) below.
(f) LIMITED RECOURSE
The Series 2005-A Investor Beneficiary hereby undertakes to the
Receivables Trustee (or any successor trustee) for itself and
as trustee for each other Beneficiary that:
(i) the obligations of the Receivables Trustee hereunder at
any time are limited to the lesser, at such time, of (a)
the nominal amount thereof (the "NOMINAL AMOUNT") and
(b) an amount (the "AVAILABLE AMOUNT") equivalent to the
value of the Trust Property at such time. No Beneficiary
shall have a right to have recourse to, or make demand
or initiate proceedings against the Receivables Trustee
whilst the nominal amount exceeds the available amount.
The Receivables Trustee shall incur no liability and be
under no additional duty to any person solely as a
result of any inability on its part to make payments or
to perform other obligations hereunder, which inability
results from the operation of the foregoing provisions
of this Clause 9(f); and
(ii) it shall have no recourse, in respect of any obligation,
covenant or agreement of the Receivables Trustee,
against any shareholder, officer, agent or director of
the Receivables Trustee.
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(g) The Loan Note issuer in its capacity as the Series 2005-A
Investor Beneficiary shall only consent to any material
amendment to this Supplement (excluding amendments necessary to
correct manifest error) when instructed to do so by holders of
Related Debt holding not less than two-thirds of such Related
Debt.
10. NEGATIVE COVENANTS OF THE INVESTOR BENEFICIARY
The Series 2005-A Investor Beneficiary shall not, save to the extent
permitted by the Series 2005-A Relevant Documents (as defined below)
or with the prior written consent of each Transferor Beneficiary in
respect of any future Series:
(a) create or permit to subsist any Encumbrance including, without
limitation, anything analogous to any of the foregoing under
the laws of any jurisdiction upon the whole or any part of its
present or future undertaking, assets or revenues (including
uncalled capital);
(b) carry on any business other than as described in the Series
2005-A Associated Debt Prospectus and in respect of that
business shall not engage in any activity or do anything
whatsoever except:
(i) preserve and/or exercise and/or enforce any of its
rights and perform and observe its obligations under the
Related Debt, the Receivables Trust Deed and Trust Cash
Management Agreement, this Supplement and any mandates
regarding the Series 2005-A Loan Note Issuer Expenses
Account, the Series 2005-A Loan Note Issuer Distribution
Account or any other bank account of the Loan Note
Issuer, the Security Trust Deed and this Supplement (all
of such, the "SERIES 2005-A RELEVANT DOCUMENTS") and
preserve and/or exercise and/or enforce any of its
rights and perform and observe its obligations under the
documents it has entered into or will enter into in
respect of any other Series (the "OTHER SERIES
DOCUMENTS");
(ii) use, invest or dispose of any of its property or assets
in the manner provided in or contemplated by the Series
2005-A Relevant Documents and the Other Series
Documents; and
(iii) perform any act incidental to or necessary in connection
with (i) or (ii) above;
(c) have or form, or cause to be formed, any subsidiary, subsidiary
undertakings or undertakings of any other nature or have any
employees or premises or have an interest in any bank account
other than Trust Accounts, the Series 2005-A Loan Note Issuer
Expense Account, the Series 2005-A Loan Note Issuer
Distribution Account and any other bank accounts established by
the Series 2005-A Investor Beneficiary in respect of any other
Series;
(d) create, incur or suffer to exist any indebtedness (other than
indebtedness permitted to be incurred under the terms of its
articles of association and pursuant to or as
- 12 -
contemplated in any of the Relevant Documents) or give any
guarantee in respect of any obligation of any Person;
(e) repurchase any shares or declare or pay any dividend or other
distribution to its shareholders, PROVIDED THAT the Series
2005-A Investor Beneficiary shall be entitled to declare and
pay dividends after preparation of audited quarterly,
semi-annual or annual accounts;
(f) consolidate with or merge with or into any person or liquidate
or dissolve on a voluntary basis;
(g) waive, modify or amend, or consent to any waiver, modification
or amendment of, any of the provisions of the Series 2005-A
Relevant Documents, without the prior written consent of the
Security Trustee (and, in the case of the calculation of
interest and determination of any interest period for the
purposes of the Related Debt, the Transferor Beneficiaries and
in the case of the Receivables Trust Deed and Trust Cash
Management Agreement and the Series 2005-A Supplement, each of
the Beneficiaries of the Receivables Trust); or
(h) offer to surrender to any company any amounts which are
available for surrender by way of group relief.
11. FURTHER UNDERTAKINGS OF THE INVESTOR BENEFICIARY
(a) INVESTOR TRUST CASH MANAGEMENT FEE
The Loan Note Issuer hereby undertakes to the Receivables
Trustee for the benefit of itself and as trustee for each other
Beneficiary (by way of contractual obligation owed by the Loan
Note Issuer to no other person and not as part of the terms of
the Receivables Trust) that it will pay, by way of Additional
Consideration (such payment being identified as the Investor
Trust Cash Management Fee Payment Amount referable to Series
2005-A), to the Receivables Trustee from its own resources in
the circumstances and in the manner set out above in Part 3 of
the Schedule an amount equal to the Investor Trust Cash
Management Fee. The Receivables Trustee will then use such
amount to help meet the Cash Management Fee Payment Amount
payable by the Receivables Trustee to the Trust Cash Manager
pursuant to Clause 9.2(a) of the Receivables Trust Deed and
Trust Cash Management Agreement to be met by the Receivables
Trustee from payments to be made by the Beneficiaries in the
circumstances and in the manner set out above in Part 3 of the
Schedule. The amount of any such payment to be made by the
Beneficiaries to the Receivables Trustee shall not exceed an
amount equal to the amount of monies available for such purpose
as set out in this Part 3 of the Schedule. Any amount payable
under this paragraph (a) shall be inclusive of VAT thereon, if
applicable.
- 13 -
To the extent necessary the Receivables Trustee is hereby
authorised to make such payments described above on the
Investor Beneficiary's behalf.
(b) INVESTOR TRUSTEE PAYMENT AMOUNT
The Loan Note Issuer hereby undertakes to the Receivables
Trustee for the benefit of itself and as trustee for each other
Beneficiary (by way of a contractual obligation owed by the
Investor Beneficiary to no other person and not as part of the
terms of the Receivables Trust) that it will pay, by way of
Additional Consideration in accordance with Clause 3(c)
(identified as "TRUSTEE PAYMENT AMOUNT") to the Receivables
Trustee the share of the Aggregate Trustee Payment Amount
payable pursuant to Clause 7.15 of the Receivables Trust Deed
and Trust Cash Management Agreement to be met by the
Beneficiaries in the circumstances and in the manner set out
above in this Part 4 of the Schedule. The amount of any such
payment to be made by the Beneficiaries to the Receivables
Trustee shall not exceed an amount equal to the amount of
monies available for such purpose as set out in this Part 4 of
the Schedule. Any amount payable under this paragraph (b) shall
be inclusive of VAT thereon if applicable.
To the extent necessary the Receivables Trustee is hereby
authorised to make such payments described above on the
Investor Beneficiary's behalf.
(c) SPREAD ACCOUNT AMOUNTS
The Loan Note Issuer hereby undertakes to the Receivables
Trustee (by way of a contractual obligation owed by the Loan
Note Issuer to the Receivables Trustee and to no other person
and not as part of the terms of the Receivables Trust) to pay
from its own resources amounts equal to the following amounts
to the Receivables Trustee by way of Additional Consideration
in accordance with Clause 3(c) (identified as "INVESTMENT
PROCEEDS" or "SPREAD ACCOUNT SURPLUS" as applicable) referable
to Series 2005-A, at the following times:
(i) in accordance with Clause 5.19(b)(iv)(B), on each
Transfer Date an amount equal to the Spread Account
Surplus on such Transfer Date;
(ii) in accordance with Clause 5.19(d), upon the earlier to
occur of:
(1) the termination of the Receivables Trust pursuant
to Clause 6.3 or Clause 8 of the Receivables Trust
Deed and Trust Cash Management Agreement; and
(2) the Series 2005-A Termination Date;
an amount equal to all amounts on deposit in the Spread Account
(identified for Series 2005-A) at that time, in each case after
taking into account all deposits in and withdrawals from the
Spread Account on the date in question other than any
withdrawal pursuant to this paragraph (c).
- 14 -
(d) RESERVE ACCOUNT AMOUNTS
The Loan Note Issuer undertakes to the Receivables Trustee (by
way of a contractual obligation owed to the Receivables Trustee
and to no other person and not as part of the terms of the
Receivables Trust) to pay to the Receivables Trustee from its
own resources by way of Additional Consideration in accordance
with Clause 3(c) (identified as the "RESERVE ACCOUNT SURPLUS")
referable to Series 2005-A at the following times:
(i) on any Transfer Date an amount equal to the Reserve
Account Surplus on such Transfer Date (after giving
effect to all deposits to and from the Reserve Account
with respect to such Transfer Date); and
(ii) on the earlier of:
(1) the termination of the Receivables Trust pursuant
to Clause 6.3 or Clause 8 of the Receivables Trust
Deed and Trust Cash Management Agreement;
(2) the first Transfer Date during the Regulated
Amortisation Period or the Rapid Amortisation
Period; and
(3) the Transfer Date immediately preceding the Series
2005-A Scheduled Redemption Date;
an amount equal to all amounts on deposit in the Reserve
Account (identified, and in the relevant ledger for Series
2005-A) on such date after the prior payment of all amounts due
that are payable from the Reserve Account as provided herein.
(e) INVESTOR INDEMNITY AMOUNT
(i) The Loan Note Issuer hereby undertakes to the
Receivables Trustee for itself and as trustee for each
other Beneficiary (by way of a contractual obligation
owed by the Loan Note Issuer to no other person and not
as part of the terms of the Receivables Trust) that it
will pay to the Receivables Trustee from its own
resources by way of Additional Consideration in
accordance with Clause 3(c), an amount equal to the
Aggregate Investor Indemnity Amount (identified as the
"INVESTOR INDEMNITY AMOUNT"). The amount of any such
payment to be made by the Loan Note Issuer to the
Receivables Trustee shall not exceed an amount equal to
the amount of monies available for such purpose as set
out in Clause 5.15(k) of the Schedule;
(ii) It is acknowledged and agreed by each of the parties
hereto that to the extent that the Loan Note Issuer
makes payment to the Receivables Trustee to enable it to
make payment to each Transferor from other sources in
respect of the amount referred to it in paragraph (e)(i)
above, such payment shall be treated as discharging pro
tanto the obligations referred to in paragraph (e)(i)
above
- 15 -
and that an amount shall be distributed equal to the
amount of such payment contemplated in Clause 5.14 of
the Schedule.
(f) INVESTMENT PROCEEDS
The Loan Note Issuer hereby undertakes to the Receivables
Trustee for itself and as trustee for each other Beneficiary
(by way of a contractual obligation owed by the Loan Note
Issuer to no other person and not as part of the terms of the
Receivables Trust) that, unless specified otherwise herein, it
will pay to the Receivables Trustee from its own resources by
way of Additional Consideration in accordance with Clause 3(c)
(identified as "INVESTMENT PROCEEDS"), amounts equal to any
payments it receives in respect of investment earnings (to the
extent not included in Excess Spread) from the Receivables
Trust.
To the extent necessary the Receivables Trustee is hereby authorised
to make such payments described above on the Loan Note Issuer's
behalf.
- 16 -
PART 4
MISCELLANEOUS
SCHEDULE 2 OF MASTER FRAMEWORK AGREEMENT
1. Unless otherwise stated herein, the common terms contained in Schedule 2
of the Master Framework Agreement (the "COMMON TERMS") shall apply to
this Supplement.
2. Paragraph 15 of the Common Terms shall not apply to the Note Trustee in
respect of the final sentence of the definition of "Issuer Costs Amount".
3. Paragraph 15 of the Common Terms shall not apply to the Security Trustee
in respect of the final sentence of the definition of "Loan Note Issuer
Costs Amount".
IN WITNESS WHEREOF the Receivables Trustee, RBS (in its capacities as
Transferor Beneficiary, Trust Cash Manager, Servicer and Transferor), Natwest
(in its capacities as Transferor Beneficiary and Transferor) and the Loan Note
Issuer (in its capacities as Loan Note Issuer and Investor Beneficiary in
respect of Series 2005-A) have caused this Supplement to be duly executed and
delivered in Jersey by their duly authorised representatives as a deed on the
day and year first above written.
- 17 -
THE SCHEDULE
SUPPLEMENT TO THE RECEIVABLES TRUST DEED AND TRUST CASH
MANAGEMENT AGREEMENT
AND THE RECEIVABLES TRUST
PART 1
DEFINITIONS
DEFINITIONS
Whenever used in this Supplement, the words and phrases, if any, defined in
Schedule 1 (Sub-Class Definitions) shall, unless otherwise defined herein or
the context requires otherwise, bear the same meanings herein;
"ADDITIONAL CONSIDERATION" shall have the meaning specified in Clause 3(c);
"ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Initial Investor Interest as reduced by
the aggregate of:
(1) Principal Collections distributed to the Loan Note Issuer in
respect of Series 2005-A out of the Undivided Bare Trust
(including amounts credited to the Series 2005-A Principal
Funding Ledger and Series 2005-A Principal Collections Ledger);
(2) Principal Collections used by the Loan Note Issuer in respect
of Series 2005-A as Utilised Retained Principal Collections as
reduced by the aggregate of that part of the Additional
Consideration paid by the Loan Note Issuer and identified as
"REFUNDED UTILISED PRINCIPAL COLLECTIONS";
(3) Investor Default Amounts as reduced by the aggregate of that
part of the Additional Consideration paid by the Loan Note
Issuer and identified as "LOSS MAKE-UP (DEFAULT)"; and
(4) Investor Charge-Offs as reduced by the aggregate of that part
of the Additional Consideration paid by the Loan Note Issuer
and identified as "LOSS MAKE-UP (CHARGE-OFF)",
all calculated as at that date.
"AGGREGATE INVESTOR DEFAULT AMOUNT" shall mean, with respect to any Monthly
Period, the sum of the Investor Default Amounts in respect of such Monthly
Period;
"AGGREGATE INVESTOR INDEMNITY AMOUNT" shall mean, with respect to any Monthly
Period, the sum of the Investor Indemnity Amounts in respect of such Monthly
Period;
- 18 -
"APPLICABLE LIBOR RATE" for each Calculation Period will be determined by the
Trust Cash Manager. The Trust Cash Manager will determine "GBP-LIBOR-BBA" in
accordance with the ISDA definitions provided that the purposes of making such
a determination in respect of any Calculation Period, the Reset Date (as
defined in the ISDA definitions) shall be the first day of such Calculation
Period and the Designated Maturity (as defined in the ISDA definitions) shall
be 1 month or in the case of the first Calculation Period, 2 months ("LIBOR").
If the Trust Cash Manager is unable to determine GBP-LIBOR-BBA, the Applicable
LIBOR Rate for any Calculation Period will be the Applicable LIBOR Rate last
determined.
"APPLICABLE SERIES" shall mean, with respect to any date of determination, a
Series with an Investor Interest of greater than zero;
"ASSOCIATED DEBT" means, collectively, the Class A Associated Debt, the Class B
Associated Debt and the Class C Associated Debt;
"AVAILABLE RESERVE ACCOUNT AMOUNT" shall mean, with respect to any Transfer
Date, the lesser of (a) the amount on deposit in the Series 2005-A Reserve
Account Ledger on such date (before giving effect to any deposit made or to be
made pursuant to Clause 5.15(i) into the Series 2005-A Reserve Account Ledger
on such date) and (b) the Required Reserve Amount;
"AVAILABLE SPREAD" shall mean, with respect to any Transfer Date, the sum of
the amounts with respect to such Transfer Date, if any, specified pursuant to
Clauses 5.10(a)(vi), 5.10(b)(iv) and 5.10(c)(iii);
"AVAILABLE SPREAD ACCOUNT AMOUNT" shall mean, with respect to any Transfer
Date, the lesser of (a) the amount on deposit in the Series 2005-A Spread
Account Ledger on such date (before giving effect to any deposit made or to be
made pursuant to Clause 5.15(i) in the Series 2005-A Spread Account Ledger for
Series 2005-A on such date) and (b) the Required Spread Account Amount;
"BUSINESS DAY" shall mean any day which is a Trans-european Automated Realtime
Gross settlement Express Transfer system (TARGET) settlement day, other than a
Saturday, a Sunday or a day on which banking institutions in: London, England;
Edinburgh, Scotland; Jersey, Channel Islands; or New York, New York are
authorised or obliged by law or executive order to be closed;
"CALCULATION PERIOD" shall mean, with respect to any Distribution Date, the
period from and including the Distribution Date immediately preceding such
Distribution Date (or in the case of the first Distribution Date from and
including the Closing Date) to but excluding such Distribution Date;
"CASH AVAILABLE FOR ACQUISITION" shall mean, on any date of determination, the
amount of Principal Collections which may be utilised to fund the purchase of
beneficial entitlement to Receivables as set out in Clause 5.06;
"CERTIFICATE" shall mean the Certificate executed by each Transferor and
authenticated by or on behalf of the Receivables Trustee, substantially in the
form attached to the Receivables Trust Deed
- 19 -
and Trust Cash Management Agreement, which evidences the aggregate beneficial
interest of the Loan Note Issuer in the Receivables Trust;
"CLASS A" shall mean, for calculation purposes, the portion of the Related Debt
related to the Class A Associated Debt;
"CLASS A ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(a)(v);
"CLASS A ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class A Investor Interest MINUS that
portion of the Principal Funding Account Balance in respect of Series 2005-A
allocated to Class A (in an amount not to exceed the Class A Investor Interest)
on such date of determination;
"CLASS A ASSOCIATED DEBT" means the $2,175,000,000 principal amount of Series
2005-A Class A Notes constituted by a trust deed supplement dated 15 December
2005 between the Series 0000-X Xxxxxx xxx Xxx Xxxx xx Xxx Xxxx;
"CLASS A AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class A Floating Percentage of Finance Charge Collections
distributed to Series 2005-A for such Monthly Period;
(b) the Class A Floating Percentage of amounts with respect to Acquired
Interchange distributed to Series 2005-A and credited to the Series
2005-A Finance Charge Collections Ledger for such Monthly Period (or
to be credited to the Series 2005-A Finance Charge Collections Ledger
on the related Transfer Date with respect to the preceding Monthly
Period) pursuant to the Receivables Trust Deed and Trust Cash
Management Agreement;
(c) with respect to any Monthly Period during the Controlled Accumulation
Period prior to the payment in full of the Class A Investor Interest,
the Principal Funding Investment Proceeds pursuant to Clause
5.20(b)(iii) (up to a maximum amount equal to the Class A Covered
Amount), if any, with respect to the related Transfer Date; and
(d) amounts allocated to Class A, if any, to be withdrawn from the Series
2005-A Reserve Account Ledger which will be credited to the Series
2005-A Finance Charge Collections Ledger on the related Transfer Date
pursuant to Clauses 5.22(b)(iii) and 5.22(d);
"CLASS A CASH MANAGEMENT FEE" means any Investor Trust Cash Management Fee to
be paid to the Receivables Trustee allocated to Class A pursuant to paragraph
(b)(i) of Part 3 of this Schedule;
"CLASS A COVERED AMOUNT" shall mean an amount determined as of each Transfer
Date with respect to any Calculation Period during the Controlled Accumulation
Period prior to the payment in full of the Class A Investor Interest, equal to
the product of (a) (i) a fraction, the numerator of which is the actual number
of days in such Calculation Period and the denominator of which is 365, and (b)
the Class A LN Rate in effect with respect to such Calculation Period, and (c)
the Principal
- 20 -
Funding Account Balance for Series 2005-A as of the last day of the Monthly
Period preceding the Monthly Period in which such Calculation Period ends;
"CLASS A DEBT AMOUNT" means, with respect to any date of determination, an
amount equal to the Class A Initial Investor Interest MINUS the aggregate
amount of principal payments made to the Loan Note Issuer notionally referable
to the Class A Investor Interest from Trust Property PROVIDED, HOWEVER, that
upon the Series 2005-A Termination Date, the Class A Debt Amount shall be an
amount equal to zero;
"CLASS A DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class A Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class A
Trustee Payment Amount and the Loan Note Issuer Costs Amount) over the amounts
actually deposited (or would have been deposited but for the imposition of any
withholding or deduction for any tax or levy which the Receivables Trustee is
required to make by law) as the Class A Monthly Distribution Amount into the
Series 2005-A Loan Note Issuer Distribution Account for the payment of such
amount in accordance with Clause 5.10(a)(iii);
"CLASS A FIXED PERCENTAGE" shall mean, with respect to any Monthly Period
following the Revolving Period, the percentage equivalent of a fraction, the
numerator of which is the Class A Investor Interest as of the close of business
on the last day of the Revolving Period and the denominator of which is equal
to the Investor Interest as of the close of business on the last day of the
Revolving Period;
"CLASS A FLOATING PERCENTAGE" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class A
Adjusted Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on the last day of the preceding
Monthly Period PROVIDED, HOWEVER, that, with respect to the first Monthly
Period, the Class A Floating Percentage shall mean the percentage equivalent of
a fraction, the numerator of which is the Class A Initial Investor Interest and
the denominator of which is the Initial Investor Interest;
"CLASS A INITIAL INVESTOR INTEREST" shall mean [POUND]1,257,225,434;
"CLASS A INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(a)(iii);
"CLASS A INVESTOR DEFAULT AMOUNT" shall mean, with respect to each Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Class A Floating Percentage
applicable for the related Monthly Period;
"CLASS A INVESTOR INTEREST" shall mean, on any date of determination, a
principal amount equal to:
(a) the Class A Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Loan Note
Issuer in respect of Series 2005-A and referable to the Class A
Investor Interest from Trust Property (with the effect that the amount
of principal beneficial entitlement in the Receivables Trust as
evidenced by the Investor Certificate is reduced) prior to such date,
MINUS
- 21 -
(c) the excess, if any, of the aggregate amount of Class A Investor
Charge-Offs pursuant to Clause 5.13(a)(iii) over Class A Investor
Charge-Offs reimbursed pursuant to Clause 5.15(b) prior to such date
of determination;
PROVIDED, HOWEVER, that the Class A Investor Interest may not be reduced below
zero;
"CLASS A INVESTOR PERCENTAGE" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time and Principal Receivables during the Revolving Period, the Class A
Floating Percentage, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, Regulated Amortisation Period or Rapid
Amortisation Period, the Class A Fixed Percentage;
"CLASS A LN RATE" means, in relation to any Calculation Period, the Applicable
LIBOR Rate payable in respect of that Calculation Period plus 0.10175% per
cent. per annum.;
"CLASS A MONTHLY DISTRIBUTION AMOUNT" shall have the meaning specified in
Clause 5.10(a)(iii);
"CLASS A MONTHLY FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(a)(iii);
"CLASS A MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
Principal Collections referable to Class A as calculated in accordance with
Clause 5.08(a);
"CLASS A MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each Monthly
Period the amount as calculated in accordance with Clause 5.07(a);
"CLASS A REQUIRED AMOUNT" shall have the meaning specified in Clause 5.09(a);
"CLASS A SERVICING FEE" shall have the meaning specified in paragraph (a)(ii)
of Part 2 of the Schedule;
"CLASS A TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(ii) of Part 4 of the Schedule;
"CLASS B" shall mean, for calculation purposes, the portion of the Related Debt
related to the Class B Associated Debt;
"CLASS B ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(b)(iv);
"CLASS B ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class B Investor Interest MINUS that
portion of the Principal Funding Account Balance in respect of Series 2005-A
allocated to Class B (in an amount not to exceed the Class B Investor Interest)
on such date of determination;
"CLASS B ASSOCIATED DEBT" shall mean the $175,000,000 principal amount of
Series 2005-A Class B Notes constituted by a trust deed supplement dated 15
December 2005 between the Series 0000-X Xxxxxx xxx Xxx Xxxx xx Xxx Xxxx;
- 22 -
"CLASS B AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class B Floating Percentage of Finance Charge Collections
distributed to Series 2005-A for such Monthly Period; and
(b) the Class B Floating Percentage of amounts with respect to Acquired
Interchange distributed to Series 2005-A and credited to the Series
2005-A Finance Charge Collections Ledger for such Monthly Period (or
to be credited to the Series 2005-A Finance Charge Collections Ledger
on the related Transfer Date with respect to the preceding Monthly
Period) pursuant to the Receivables Trust Deed and Trust Cash
Management Agreement;
"CLASS B CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid to
the Receivables Trustee allocated to Class B pursuant to paragraph (b)(ii) of
Part 3 of this Schedule;
"CLASS B DEBT AMOUNT" shall mean, with respect to any date of determination, an
amount equal to the Class B Initial Investor Interest MINUS the aggregate
amount of principal payments made to the Loan Note Issuer calculated as
principal payments referable to the Class B Investor Interest from Trust
Property PROVIDED, HOWEVER, that upon the Series 2005-A Termination Date the
Class B Debt Amount shall be an amount equal to zero;
"CLASS B DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class B Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class B
Trustee Payment Amount) over the amount actually deposited (or would have been
deposited but for the imposition of any withholding or deduction for any tax or
levy which the Receivables Trustee is required to make by law) as the Class B
Monthly Distribution Amount into the Series 2005-A Loan Note Issuer
Distribution Account for the payment of such amount in accordance with Clause
5.10(b)(ii);
"CLASS B FIXED PERCENTAGE" shall mean, with respect to any Monthly Period
following the Revolving Period, the percentage equivalent of a fraction, the
numerator of which is the Class B Investor Interest as of the close of business
on the last day of the Revolving Period and the denominator of which is equal
to the Investor Interest as of the close of business on the last day of the
Revolving Period;
"CLASS B FLOATING PERCENTAGE" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class B
Adjusted Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on the last day of the preceding
Monthly Period PROVIDED, HOWEVER, that, with respect to the first Monthly
Period, the Class B Floating Percentage shall mean the percentage equivalent of
a fraction, the numerator of which is the Class B Initial Investor Interest and
the denominator of which is the Initial Investor Interest;
"CLASS B INITIAL INVESTOR INTEREST" shall mean [POUND]101,156,069;
- 23 -
"CLASS B INVESTOR PERCENTAGE" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class B
Floating Percentage, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, Regulated Amortisation Period or Rapid
Amortisation Period, the Class B Fixed Percentage;
"CLASS B INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(b)(ii);
"CLASS B INVESTOR DEFAULT AMOUNT" shall mean, with respect to each Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Class B Floating Percentage
applicable for the related Monthly Period;
"CLASS B INVESTOR INTEREST" shall mean, on any date of determination, a
principal amount equal to:
(a) the Class B Initial Investor Interest, MINUS
(b) the aggregate amount of principal payments made to the Loan Note
Issuer in respect of Series 2005-A and referable to the Class B
Investor Interest from Trust Property (with the effect that the amount
of principal beneficial entitlement in the Receivables Trust as
evidenced by the Investor Certificate is reduced) prior to such date,
MINUS
(c) the aggregate amount of Class B Investor Charge-Offs for all prior
Transfer Dates pursuant to Clause 5.13(b)(ii), MINUS
(d) the aggregate amount of the Reallocated Class B Principal Collections
distributed pursuant to Clause 5.17 on all prior Transfer Dates but
excluding any Reallocated Class B Principal Collections that have
resulted in a reduction of the Class C Investor Interest, MINUS
(e) an amount equal to the amount by which the Class B Investor Interest
has been reduced on all prior Transfer Dates pursuant to Clause
5.13(a)(ii), PLUS
(f) the aggregate amount of Available Spread utilised on all prior
Transfer Dates pursuant to Clause 5.15(c)(ii) and 5.15(d), for the
purpose of reimbursing amounts deducted pursuant to the foregoing
clauses (c), (d) and (e);
PROVIDED, HOWEVER, that the Class B Investor Interest may not be reduced below
zero;
"CLASS B LN RATE" means, in relation to any Calculation Period, the Applicable
LIBOR Rate payable in respect of that Calculation Period plus 0.26375% per
cent. per annum;
"CLASS B MONTHLY DISTRIBUTION AMOUNT" shall have the meaning specified in
Clause 5.10(b)(ii);
"CLASS B MONTHLY FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(b)(ii);
"CLASS B MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
Principal Collections referable to Class B as calculated in accordance with
Clause 5.08(b);
- 24 -
"CLASS B MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each Monthly
Period the amount calculated in accordance with Clause 5.07(b);
"CLASS B PRINCIPAL COMMENCEMENT DATE" shall be the first Distribution Date (1)
for the Controlled Accumulation Period, on which an amount equal to the Class A
Investor Interest has been deposited into the Series 2005-A Principal Funding
Ledger identified, and in the relevant sub-ledger for Class A; or (2) during
the Regulated Amortisation Period or the Rapid Amortisation Period, on which
the Class A Investor Interest has been reduced to zero;
"CLASS B REQUIRED AMOUNT" shall have the meaning specified in Clause 5.09(b);
"CLASS B SCHEDULED REDEMPTION DATE" shall mean the Series 2005-A Scheduled
Redemption Date;
"CLASS B SERVICING FEE" shall have the meaning specified in paragraph (a)(iii)
of Part 2 of the Schedule;
"CLASS B TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(iii) of Part 4 of the Schedule;
"CLASS C" shall mean, for calculation purposes, the portion of Related Debt
related to the Class C Associated Debt;
"CLASS C ADDITIONAL FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(c)(iv);
"CLASS C ADJUSTED INVESTOR INTEREST" shall mean, with respect to any date of
determination, an amount equal to the Class C Investor Interest MINUS that
portion of the Principal Funding Account Balance in respect of Series 2005-A
allocated to Class C (in an amount not to exceed the Class C Investor Interest)
on such date of determination;
"CLASS C ASSOCIATED DEBT" shall mean the $150,000,000 principal amount of
Series 2005-A Class C Notes constituted by a trust deed supplement dated 15
December 2005 between the Series 0000-X Xxxxxx xxx Xxx Xxxx xx Xxx Xxxx;
"CLASS C AVAILABLE FUNDS" shall mean, with respect to any Monthly Period, an
amount equal to the sum of:
(a) the Class C Floating Percentage of Finance Charge Collections
distributed to Series 2005-A for such Monthly Period; and
(b) the Class C Floating Percentage of amounts with respect to Acquired
Interchange distributed to Series 2005-A and credited to the Series
2005-A Finance Charge Collections Ledger for such Monthly Period (or
to be credited to the Series 2005-A Finance Charge Collections Ledger
on the related Transfer Date with respect to the preceding Monthly
Period) pursuant to the Receivables Trust Deed and Trust Cash
Management Agreement;
"CLASS C CASH MANAGEMENT FEE" means any Trust Cash Management Fee to be paid to
the Receivables Trustee allocated to Class C pursuant to paragraph (b)(iii) of
Part 3 of this Schedule;
- 25 -
"CLASS C DEBT AMOUNT" shall mean, with respect to any date of determination, an
amount equal to the Class C Initial Investor Interest MINUS the aggregate
amount of principal payments made to the Loan Note Issuer calculated as
principal payments referable to the Class C Investor Interest from Trust
Property PROVIDED, HOWEVER, that upon the Series 2005-A Termination Date the
Class C Debt Amount shall be an amount equal to zero;
"CLASS C DEFICIENCY AMOUNT" shall mean, in respect of any Transfer Date, an
amount equal to the excess, if any, of the Class C Monthly Required Expense
Amount as of the prior Transfer Date (disregarding for this purpose the Class C
Trustee Payment Amount, the Monthly Expenses Loan Amount and the Issuer Profit
Amount) over the amounts actually deposited (or would have been deposited but
for the imposition of any withholding or deduction for any tax or levy which
the Receivables Trustee is required to make by law) as the Class C Monthly
Distribution Amount into the Series 2005-A Loan Note Issuer Distribution
Account for the payment of such amount on the related Transfer Date in
accordance with Clause 5.15(e);
"CLASS C FIXED PERCENTAGE" shall mean, with respect to any Monthly Period
following the Revolving Period, the percentage equivalent of a fraction, the
numerator of which is the Class C Investor Interest as of the close of business
on the last day of the Revolving Period and the denominator of which is equal
to the Investor Interest as of the close of business on the last day of the
Revolving Period;
"CLASS C FLOATING PERCENTAGE" shall mean, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Class C
Adjusted Investor Interest as of the close of business on the last day of the
preceding Monthly Period and the denominator of which is equal to the Adjusted
Investor Interest as of the close of business on the last day of the preceding
Monthly Period PROVIDED, HOWEVER, that, with respect to the first Monthly
Period, the Class C Floating Percentage shall mean the percentage equivalent of
a fraction, the numerator of which is the Class C Initial Investor Interest and
the denominator of which is the Initial Investor Interest;
"CLASS C INITIAL INVESTOR INTEREST" shall mean [POUND]86,705,202;
"CLASS C INVESTOR PERCENTAGE" shall mean for any Monthly Period, (a) with
respect to Receivables in Defaulted Accounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class C
Floating Percentage, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period, Regulated Amortisation Period or Rapid
Amortisation Period, the Class C Fixed Percentage;
"CLASS C INVESTOR CHARGE-OFF" shall have the meaning specified in Clause
5.13(c)(i);
"CLASS C INVESTOR DEFAULT AMOUNT" shall mean, with respect to each Transfer
Date, an amount equal to the product of (a) the Aggregate Investor Default
Amount for the related Monthly Period and (b) the Class C Floating Percentage
applicable for the related Monthly Period;
"CLASS C INVESTOR INTEREST" means, with respect to any date of determination,
an amount equal to:
(a) the Class C Initial Investor Interest, MINUS
- 26 -
(b) the aggregate amount of principal payments made to the Loan Note
Issuer in respect of Series 2005-A and referable to the Class C
Investor Interest from Trust Property (with the effect that the
amount of principal beneficial entitlement in the Receivables
Trust as evidenced by the Investor Certificate is reduced) prior
to such date, including, for the avoidance of doubt, an amount
equal to all Available Spread Account Amounts credited in respect
of the Class C Investor Interest) on all prior Transfer Dates
pursuant to Clauses 5.19(a)(iv)(B)(1)(bb), MINUS
(c) the aggregate amount of Class C Investor Charge-Offs for all prior
Transfer Dates, pursuant to Clause 5.13(c)(i), MINUS
(d) the aggregate amount of Reallocated Class B Principal Collections
allocated to the Class C Investor Interest and Reallocated Class C
Principal Collections allocated pursuant to Clauses 5.16 and 5.17 on
all prior Transfer Dates, MINUS
(e) an amount equal to the amount by which the Class C Investor Interest
has been reduced in order to cover Class A Investor Default Amounts
and Class B Investor Default Amounts pursuant to Clauses 5.13(a)(i)
and 5.13(b)(i), and PLUS
(f) the aggregate amount of Available Spread allocated and available on
all prior Transfer Dates pursuant to Clause 5.15(g) to reimburse
amounts deducted pursuant to the foregoing clauses (c), (d) and (e),
PROVIDED, HOWEVER that the Class C Investor Interest may not be reduced below
zero;
"CLASS C LN RATE" means, in relation to any Calculation Period, the Applicable
LIBOR Rate payable in respect of that Calculation Period plus 0.40525 per cent.
per annum;
"CLASS C MONTHLY DISTRIBUTION AMOUNT" shall have the meaning specified in
Clause 5.15(e);
"CLASS C MONTHLY FINANCE AMOUNT" shall have the meaning specified in Clause
5.07(c)(ii);
"CLASS C MONTHLY PRINCIPAL AMOUNT" shall mean the monthly amount representing
Principal Collections referable to Class C as calculated in accordance with
Clause 5.08(c);
"CLASS C MONTHLY REQUIRED EXPENSE AMOUNT" shall mean in respect of each Monthly
Period the amount calculated in accordance with Clause 5.07(c);
"CLASS C PRINCIPAL COMMENCEMENT DATE" shall be the first Distribution Date (1)
for the Controlled Accumulation Period, on which an amount equal to the
aggregate of the Class A Investor Interest and the Class B Investor Interest
has been deposited into the Series 2005-A Principal Funding Ledger identified,
and in the relevant ledger for Class A and Class B, respectively; or (2) during
the Regulated Amortisation Period or the Rapid Amortisation Period, on which
the Class B Investor Interest has been reduced to zero;
"CLASS C RELEASE DATE" shall mean the first Distribution Date on which the
Class A Investor Interest and the Class B Investor Interest has been reduced to
zero;
- 27 -
"CLASS C SCHEDULED REDEMPTION DATE" shall mean the Series 2005-A Scheduled
Redemption Date;
"CLASS C SERVICING FEE" shall have the meaning specified in paragraph (a)(iv)
of Part 2 of the Schedule;
"CLASS C TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(iv) Part 4 of the Schedule;
"CLOSING DATE" shall mean 15th December 2005;
"CONTROLLED ACCUMULATION PERIOD" shall mean, unless a Pay Out Event shall have
occurred prior thereto, the period commencing the first day of business in June
2009, or such later date as is determined in accordance with Clause 5.05(g) and
ending on the first to occur of (a) the commencement of the Regulated
Amortisation Period or Rapid Amortisation Period and (b) the Series 2005-A
Termination Date;
"CONTROLLED ACCUMULATION PERIOD FACTOR" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the adjusted investor
interests of all Applicable Series and the denominator of which is equal to the
sum (without duplication) of (a) the Initial Investor Interest, (b) the initial
investor interests of all Applicable Series (other than Series 2005-A) in Group
One (other than Companion Series) which are not expected to be in their
revolving periods, and (c) the initial investor interests of all other
Applicable Series which are not allocating Shared Principal Collections and are
in their revolving periods;
"CONTROLLED ACCUMULATION PERIOD LENGTH" shall have the meaning specified in
Clause 5.05(g);
"CONTROLLED ACCUMULATION SHORTFALL" shall initially mean zero and shall
thereafter mean, with respect to any Transfer Date during the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
the previous Transfer Date over the aggregate amount credited to the Series
2005-A Principal Funding Ledger pursuant to Clause 5.11(a) with respect to
Class A, Class B, and Class C for the previous Monthly Period;
"CONTROLLED DEPOSIT AMOUNT" shall mean:
(a) for any Transfer Date with respect to the Controlled Accumulation
Period prior to the payment in full of the Investor Interest, the sum
of (i) [POUND]80,282,595 PROVIDED, HOWEVER, that if the Controlled
Accumulation Period Length is determined to be less than 18 months
pursuant to Clause 5.05(g), the Controlled Deposit Amount for each
Transfer Date with respect to the Controlled Accumulation Period prior
to the payment in full of the Investor Interest will be equal to (A)
the product of (1) the Initial Investor Interest and (2) the
Controlled Accumulation Period Factor for such Monthly Period divided
by (B) the Required Accumulation Factor Number plus any Controlled
Accumulation Shortfall PROVIDED, FURTHER, HOWEVER that the amount
calculated for the Controlled Deposit Amount for each Transfer Date
may not exceed the Maximum Controlled Deposit Amount without
- 28 -
the prior written instructions of the Beneficiaries, and (ii) the
Controlled Accumulation Shortfall for such Transfer Date; and
(b) for any Transfer Date with respect to the Regulated Amortisation
Period, the sum of (i) [POUND]80,282,595 or, if greater, the Maximum
Controlled Deposit Amount, and (ii) the Controlled Accumulation
Shortfall for such Transfer Date;
"CUMULATIVE SERIES PRINCIPAL SHORTFALL" shall mean the sum of the Series
Principal Shortfalls (as such term is defined in the related Supplement) for
each Series in Group One;
"DAILY PRINCIPAL SHORTFALL" shall mean on any day for all Applicable Series in
Group One the sum of:
(a) the excess of the Controlled Deposit Amount over the amount standing
to the credit of those Series' segregated Series Principal Collections
Ledger for any Series in its Controlled Accumulation Period or its
Regulated Amortisation Period (as such terms are defined in the
related supplements for all Series in Group One); and
(b) the excess of the Investor Interest over the amount standing to the
credit of those Series' segregated Series Principal Collections Ledger
for any Series in Group One other than Series 2005-A in its Rapid
Amortisation Period (as such terms are defined in the related
supplements for all Series in Group One);
"DEFICIENCY AMOUNT" shall mean, at any time of determination, the sum of the
Class A Deficiency Amount, the Class B Deficiency Amount and the Class C
Deficiency Amount;
"DETERMINATION DATE" means the date falling six Business Days before a Transfer
Date;
"DISTRIBUTION DATE" shall mean 15th February 2006 or, if 15th February 2006 is
not a Business Day, the next succeeding Business Day and the 15th day of each
calendar month thereafter, or if such 15th day is not a Business Day, the next
succeeding Business Day;
"EXCESS PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall mean, with respect to each
Transfer Date for the Controlled Accumulation Period or the first Transfer Date
with respect to the Regulated Amortisation Period or Rapid Amortisation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date exceeds the Class A Covered Amount as determined for such
Transfer Date;
"EXPENSE RATE" shall mean the annualised percentage equivalent of a fraction,
(A) the numerator of which is the sum of:
(1) the Class A Monthly Required Expense Amount, the Class B Monthly
Required Expense Amount and the Class C Monthly Required Expense
Amount, each for the related Monthly Period, plus
(2) an amount equal to the Series 2005-A Investor Servicing Fee actually
payable, plus
(3) an amount equal to the Investor Trust Cash Management Fee actually
payable, less
- 29 -
(4) the Principal Funding Investment Proceeds credited pursuant to Clause
5.20(b)(iii) on the Transfer Date related to such Monthly Period, up
to the Class A Covered Amount, less
(5) the amount of the Reserve Draw Amount (up to the Available Reserve
Account Amount) credited pursuant to Clause 5.22(d) on the Transfer
Date relating to such Monthly Period,
each of (1), (2), (3), (4) and (5) with respect to the related Monthly Period,
and (B) the denominator of which is the Adjusted Investor Interest as of the
Record Date preceding such Transfer Date;
"FINANCE FUNDING ACCOUNT" shall have the meaning specified in Clause 5.21;
"FIXED INVESTOR PERCENTAGE" shall mean, with respect to any Monthly Period, the
percentage equivalent (which percentage shall never exceed 100%) of a fraction:
(a) the numerator of which is the aggregate of the Adjusted Investor
Interest and the balance standing to the credit of the Series 2005-A
Principal Collections Ledger both as at the close of business on the
last day of the Revolving Period; and
(b) the denominator of which is the greater of:
(i) (A) the aggregate Transferor Interests as of the close of
business on the last day of the prior Monthly Period (except
for the first Monthly Period, where such calculation will be as
of the Closing Date) plus (B) the sum of adjusted investor
interests for all Applicable Series as of the close of business
on the last day of the prior Monthly Period (except for the
first Monthly Period, where such calculation will be as of the
Closing Date); and
(ii) the sum of (A) the Adjusted Investor Interest as of the close
of business on the last day of the Revolving Period plus (B)
the sum of the numerators used to calculate the Investor
Percentages for distributions with respect to Principal
Receivables which are Eligible Receivables for all Applicable
Series (excluding Series 2005-A) for that month,
PROVIDED, HOWEVER, that with respect to any Monthly Period in which an
Addition Date occurs, the amount in paragraph (b)(i)(A) above hereof
shall be:
* for the period from the first day of the Monthly Period to the
Addition Date, the Aggregate Transferor Interests on the last
day of the prior Monthly Period; and
* for the period from the Addition Date to the lst day of the
Monthly Period, the Aggregate Transferor Interest on the
Addition Date, taking into account the eligible Principal
Receivables added to the Undivided Bare Trust;
and the amount in paragraph (b)(i)(B) above shall be:
* for the period from the last day of the Monthly Period to the
Addition Date, the sum of the adjusted investor interests used
to calculate the floating investor percentages
- 30 -
for all Outstanding Series (including Series 2005-A) on the
last day of the Monthly Period; and
* for the period from the Addition Date to the lst day of the
Monthly Period, the sum of the adjusted investor interests used
to calculate the floating investor percentages for all
Outstanding Series (including Series 2005-A) on the Addition
Date, taking into account the eligible Principal Receivables
added to the undivided trust.
"FLOATING INVESTOR PERCENTAGE" shall mean, with respect to any Monthly Period,
the percentage equivalent (which percentage shall never exceed 100%) of a
fraction:
(a) the numerator of which is the aggregate of the Adjusted Investor
Interest and the balance on the Series 2005-A Principal Collections
Ledger both at the close of business on the last day of the preceding
Monthly Period (or with respect to the first Monthly Period, the
Initial Investor Interest); and
(b) the denominator of which is the greater of:
(i) (A) the aggregate Transferor Interests as of the close of
business on the last day of the preceding Monthly Period (or
with respect to the first Monthly Period, as of the Closing
Date plus (B) the sum of adjusted investor interests for all
Applicable Series on such date as reduced by the amount of
Required Retained Principal Collections standing to the credit
of the undivided Principal Collections Ledger; and
(ii) the sum of (A) the Adjusted Investor Interest plus the balance
on the Series 2005-A Principal Collections Ledger on the last
day of the preceding Monthly Period plus (B) the sum of the
numerators used to calculate the Investor Percentages for
distributions with respect to Finance Charge Receivables,
Acquired Interchange or Receivables in Defaulted Accounts at
any time, as applicable, for all Applicable Series (excluding
Series 2005-A) with respect to the Monthly Period for which the
Floating Investor Percentage is being determined,
PROVIDED, HOWEVER, that with respect to any Monthly Period in which an
Addition Date occurs, the amount in sub-paragraph (b)(i)(A) above
shall be:
* for the period from the first day of the Monthly Period to the
Addition Date, the aggregate Transferor Interests on the last
day of the prior Monthly Period; and
* for the period from the Addition Date to the lst day of the
Monthly Period, the Aggregate Transferor Interest on the
Addition Date, taking into account the Eligible Principal
Receivables added to the Undivided Bare Trust; and
and the amount in paragraph (b)(i)(B) above shall be:
* for the period from the last day of the Monthly Period to the
Addition Date, the sum of the adjusted investor interests used
to calculate the floating investor percentages
- 31 -
for all Outstanding Series (including Series 2005-A) on the
last day of the Monthly Period; and
* for the period from the Addition Date to the lst day of the
Monthly Period, the sum of the adjusted investor interests used
to calculate the floating investor percentages for all
Outstanding Series (including Series 2005-A) on the Addition
Date, taking into account the eligible Principal Receivables
added to the Undivided Bare Trust.
as reduced by the amount of Required Retained Principal Collections
standing to the credit of the undivided Principal Collections Ledger;
PROVIDED ALSO that, in respect of any Monthly Period when the Floating
Investor Percentage is zero or would be zero if the payments to be
made on the related Distribution Date were made on the last day of the
preceding Monthly Period, the Floating Investor Percentage will be
zero;
"GROUP ONE" shall mean Series 2005-A and each other Series specified in the
related Supplement to be included in Group One;
"INITIAL INVESTOR INTEREST" shall mean [POUND]1,445,086,705;
"INVESTOR BENEFICIARY" shall mean an Investor Beneficiary which is described as
such in any Series Supplement (as defined in the Master Definitions Schedule)
and for the purposes of this Supplement and for Series 2005-A, shall mean RBS
Cards Securitisation Funding Limited;
"INVESTOR CHARGE-OFF" shall mean a Class A Investor Charge-Off, a Class B
Investor Charge-Off or a Class C Investor Charge-Off, or any of them;
"INVESTOR DEFAULT AMOUNT" shall mean, with respect to any Receivable in a
Defaulted Account, an amount equal to the product of (a) the Default Amount and
(b) the Floating Investor Percentage for the Monthly Period in which the day
such Account became a Defaulted Account falls;
"INVESTOR INDEMNITY AMOUNT" shall mean, with respect to any Transferor Section
75 Indemnity Claim, an amount equal to the product of (a) the Transferor
Section 75 Indemnity Claim (in an amount not to exceed the amount of the
related Credit Advance) and (b) the Floating Investor Percentage for the
Monthly Period in which the day such Transferor Section 75 Indemnity Claim was
made falls;
"INVESTOR INTEREST" shall mean, on any date of determination, an amount equal
to the Initial Investor Interest as reduced by the aggregate of:
* principal payments made to the Loan Note Issuer in respect of Series
2005-A (with the effect that the aggregate amount of the Loan Note
Issuer's beneficial entitlement in the Undivided Bare Trust and the
Loan Note Issuer's Absolute Bare Trust in respect of Series 2005-A is
reduced) prior to such date (for the avoidance of doubt, the
distribution and transfer of amounts representing principal from the
Undivided Bare Trust to the Loan Note Issuer's Absolute Bare Trust
shall not be treated as a payment of principal to the Loan Note
Issuer);
- 32 -
* Principal Collections distributed to the Loan Note Issuer in respect
of Series 2005-A as Utilised Retained Principal Collections as reduced
by the aggregate of that part of the Additional Consideration paid by
the Loan Note Issuer in accordance with Clause 3(c) as identified as
"REFUNDED UTILISED PRINCIPAL COLLECTIONS";
* Investor Default Amounts as reduced by the aggregate of that part of
the Additional Consideration paid by the Loan Note Issuer in
accordance with Clause 3(c) as identified as "LOSS MAKE-UP (DEFAULT)"
referable to Series 2005-A; and
* Investor Charge-Offs as reduced by the aggregate of that part of the
Additional Consideration paid by the Loan Note Issuer in accordance
with Clause 3(c) as identified as "LOSS MAKE-UP (CHARGE-OFF)"
(excluding, for the avoidance of doubt, any Investor Default Amounts
as reduced by the aggregate of that part of the Additional
Consideration paid by the Loan Note Issuer in accordance with Clause
3(c) as identified as "LOSS MAKE-UP (DEFAULT)",
all calculated as at that date;
"INVESTOR PERCENTAGE" shall mean for any Monthly Period, (a) with respect to
Finance Charge Receivables and Receivables in Defaulted Accounts at any time
and Principal Receivables during the Revolving Period, the Floating Investor
Percentage and (b) with respect to Principal Receivables during the Controlled
Accumulation Period, Regulated Amortisation Period or the Rapid Amortisation
Period, the Fixed Investor Percentage PROVIDED, HOWEVER, that in respect of any
Monthly Period when the Investor Interest is zero or would be zero if the
payments to be made on the related Distribution Date were made on the last day
of the preceding Monthly Period, the Investor Percentage shall be zero;
"INVESTOR TRUST CASH MANAGEMENT FEE" has the meaning specified in paragraph
(a)(i) of Part 3 of the Schedule;
"INVESTOR TRUSTEE PAYMENT AMOUNT" shall have the meaning specified in paragraph
(a)(i) of Part 4 of the Schedule;
"ISDA DEFINITIONS" means the 2000 ISDA definitions (as amended and updated as
at the date hereof, as published by the International Swaps and Derivatives
Association, Inc.);
"ISSUER COSTS AMOUNT" means the product of (A) a fraction, the numerator of
which is the Investor Interest for Series 2005-A and the denominator of which is
the Aggregate Investor Interest, and (B) the amounts evidenced by formal invoice
(a copy of which has been provided to the Note Trustee acting under the Arran
Funding Note Trust Deed) as being required to pay the legal fees, fees, costs,
charges, expenses, indemnities, losses, damages, claims and liabilities incurred
by the Issuer accrued due and payable on or before any Transfer Date to a third
party incurred in the course of the Issuer's business (including the legal fees,
fees, costs, charges, expenses, losses, damages, claims and liabilities of the
Note Trustee and any Receiver appointed pursuant to the Arran Funding Note Trust
Deed, such amount to be paid in priority to any other amounts contemplated by
this definitions) (such amount to exclude any income tax or other similar taxes
upon profit payable by the Issuer to any taxation authority), plus any such
legal fees, fees, costs, charges, expenses, indemnities, losses, damages, claims
and liabilities remaining
- 33 -
unpaid for previous Transfer Dates plus, in each case where relevant, VAT
thereon. This definition shall not be modified to the extent such modification
relates to amounts payable or potentially payable to the Note Trustee or its
appointees, delegates or agents, without the prior written consent of the Note
Trustee;
"ISSUER PROFIT AMOUNT" shall mean, with respect to any Transfer Date, on amount
equal to a fraction, rounded up to the nearest whole number, (A) the numerator
of which is (1) the number of days in the relevant Calculation Period,
multiplied by (2) [POUND]1000; and (B) the denominator of which is 365;
"LOAN NOTE ISSUER" shall mean RBS Cards Securitisation Funding Limited;
"LOAN NOTE ISSUER COSTS AMOUNT" means the product of (A) a fraction, the
numerator of which is the Investor Interest for Series 2005-A and the
denominator of which is the Aggregate Investor Interest, and (B) the amounts
evidenced by formal invoice (a copy of which has been provided to the Security
Trustee) as being required to pay the legal fees, fees, costs, charges,
expenses, indemnities, losses, damages, claims and liabilities incurred by the
Loan Note Issuer accrued due and payable on any Transfer Date to a third party
incurred in the course of the Loan Note Issuer's business (including the legal
fees, fees, costs, charges, expenses, indemnities, losses, damages, claims and
liabilities of the Security Trustee and any Receiver appointed pursuant to the
Security Trust Deed, such amount to be paid in priority to any other amount
contemplated by this definition) (such amount to exclude any income tax or other
similar taxes upon profit payable by the Loan Note Issuer to any taxation
authority), plus any such legal fees, fees, costs, charges, expenses,
indemnities losses, damages, claims and liabilities remaining unpaid for
previous Transfer Dates plus, in each case where relevant, VAT thereon. This
definition shall not be modified to the extent such modification relates to
amounts payable or potentially payable to the Security Trustee or its
appointees, delegates or agents, without the prior written consent of the
Security Trustee;
"LOAN NOTE ISSUER RETURN" shall mean, with respect to any Transfer Date, an
amount equal to a fraction, rounded up to the nearest whole number, (A) the
numerator of which is (1) the number of days in the relevant Calculation
Period, multiplied by (2) 0.01 per cent. (or such other amount as may be agreed
from time to time between the Loan Note Issuer and the Receivables Trustee),
multiplied by (3) the Investor Interest for Series 2005-A; and (B) the
denominator of which is 365;
"MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on the interests
of any Series 2005-A Beneficiary Interest which shall be construed to include
the interests of any holders of Related Debt and Associated Debt;
"MAXIMUM CONTROLLED DEPOSIT AMOUNT" shall mean an amount equal to
one-eighteenth of the aggregate amount of all the initial investor interests of
all Applicable Series in Group One (excluding Companion Series) that are
expected to be in their revolving periods;
"MINIMUM TRANSFEROR INTEREST" for Series 2005-A shall mean in relation to each
Transferor, an interest equal in amount to 6% of Average Principal Receivables
transferred during a period of thirty consecutive days by the relevant
Transferor;
- 34 -
"MONTHLY EXPENSES LOAN AMOUNT" means, with respect to any Transfer Date, the
amount equal to any monthly interest accrual and any scheduled principal
repayment due and repayable including any amount outstanding in respect of any
previous Transfer Dates, if any, on any expenses loan facility entered into by
or on behalf of the Series 2005-A Issuer in respect of any obligation to pay
expenses related to the issue of the Series 2005-A Associated Debt on the
Closing Date;
"MONTHLY PERIOD" shall have the meaning specified in the Receivables Trust Deed
and Trust Cash Management Agreement, except that the first Monthly Period with
respect to the Class A Investor Beneficiary, Class B Investor Beneficiary and
Class C Investor Beneficiary shall begin on and include the Closing Date and
shall end on and include 31st January 2006;
"NOTE TRUSTEE" shall mean The Bank of New York, London Branch;
"PAYMENT DATE" shall mean each Distribution Date, or, in the case of the first
Payment Date, 15th February 2006 or if such day is not a Business Day, the next
succeeding Business Day;
"PAY OUT COMMENCEMENT DATE" shall mean the date on which a Trust Pay Out Event
is deemed to occur pursuant to Clause 6.1 of the Receivables Trust Deed and
Trust Cash Management Agreement or a Series 2005-A Pay Out Event is deemed to
occur pursuant to Clause 6.2 of the Trust and Trust Cash Management Agreement
(as Clause 6.2 is set out in Part 7 of the Schedule);
"PORTFOLIO ADJUSTED YIELD" shall mean, with respect to any Transfer Date
commencing on and including the Transfer Date falling in April 2006, the
average of the percentages obtained for each of the three preceding Monthly
Periods by subtracting the Expense Rate from the Portfolio Yield for each
Monthly Period;
"PORTFOLIO YIELD" shall mean, with respect to any Monthly Period, the
annualised percentage equivalent of a fraction,
(a) the numerator of which is an amount equal to the sum of:
(i) the amount of Finance Charge Collections distributed to the
Loan Note Issuer for Series 2005-A for such Monthly W
Period; PLUS
(ii) the amount of Acquired Interchange credited to the Series
2005-A Finance Charge Collections Ledger and distributed to
Series 2005-A; LESS
(iii) the Aggregate Investor Default Amount for such Monthly
Period; and
(b) the denominator of which is the Adjusted Investor Interest for Series
2005-A as of the close of business on the last day of such Monthly
Period;
"PRINCIPAL FUNDING ACCOUNT" shall have the meaning set out in Clause
5.20(a)(i);
"PRINCIPAL FUNDING ACCOUNT BALANCE" shall mean, with respect to any date of
determination, the principal amount, if any, on deposit in the Series 2005-A
Principal Funding Ledger on such date of determination;
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"PRINCIPAL FUNDING INVESTMENT PROCEEDS" shall mean, with respect to each
Transfer Date with respect to the Controlled Accumulation Period or the first
Transfer Date with respect to the Regulated Amortisation Period or the Rapid
Amortisation Period, the investment earnings on funds in the Series 2005-A
Principal Funding Ledger (net of investment expenses and losses) for the period
from and including the immediately preceding Transfer Date to but excluding
such Transfer Date;
"PRINCIPAL FUNDING INVESTMENT SHORTFALL" shall mean, with respect to each
Transfer Date with respect to the Controlled Accumulation Period or the first
Transfer Date with respect to the Regulated Amortisation Period or the Rapid
Amortisation Period, the amount, if any, by which the Principal Funding
Investment Proceeds for such Transfer Date are less than the Class A Covered
Amount determined as of such Transfer Date;
"QUARTERLY EXCESS SPREAD PERCENTAGE" means, with respect to any Determination
Date, an amount equal to the percentage sum of the average Portfolio Yield for
the immediately preceding three Monthly Periods minus the average Expense Rate
for the immediately preceding three Monthly Periods; PROVIDED, HOWEVER, that
with respect to the first three Monthly Periods, the "Quarterly Excess Spread
Percentage" shall be calculated as follows:
DISTRIBUTION DATE QUARTERLY EXCESS SPREAD
15 February 2006 Average Portfolio Yield for the immediately
preceding Monthly Period minus the Average
Expense Ratio for the immediately preceding
Monthly Period.
15 March 2006 Average Portfolio Yield for the immediately
TWO preceding the Monthly Periods minus the
Average Expense Ratio for the TWO immediately
preceding Monthly Periods.
"RAPID AMORTISATION PERIOD" shall mean the Amortisation Period commencing on
the Pay Out Commencement Date (other than a Pay Out Commencement Date resulting
solely from a Regulated Amortisation Trigger Event) and ending on the earlier
to occur of (a) the Series 2005-A Termination Date and (b) the termination of
the Receivables Trust pursuant to Clause 6.3 or Clause 8;
"RATING AGENCIES" shall mean Xxxxx'x, Xxxxx Ratings and Standard & Poor's and
"RATING AGENCY" shall mean any one of them;
"RATING AGENCY CONDITION" shall mean the notification in writing by each Rating
Agency to each Transferor, the Servicer and the Receivables Trustee that an
action will not result in such Rating Agency reducing or withdrawing its then
existing rating of any outstanding Associated Debt with respect to which it is
a Rating Agency;
"REALLOCATED CLASS B PRINCIPAL COLLECTIONS" shall mean, with respect to any
Transfer Date, Principal Collections calculated by reference to the Class B
Investor Interest but which are to be
- 36 -
applied as Finance Charge Collections in accordance with Clause 5.17 in an
amount not to exceed the product of:
(a) the Class B Investor Percentage with respect to the Monthly Period
relating to such Transfer Date; and
(b) the Investor Percentage with respect to the Monthly Period relating to
such Transfer Date; and
(c) an amount equal to the aggregate amount of Principal Collections with
respect to the Monthly Period relating to such Transfer Date,
PROVIDED, HOWEVER, that such amount shall not exceed the Class B Investor
Interest after giving effect to any unreinstated Class B Investor Charge-Offs
as of such Transfer Date;
"REALLOCATED CLASS C PRINCIPAL COLLECTIONS" shall mean, with respect to any
Transfer Date, Principal Collections calculated by reference to the Class C
Investor Interest but which are to be applied as Finance Charge Collections in
accordance with Clause 5.16 in an amount not to exceed the product of:
(a) the Class C Investor Percentage with respect to the Monthly Period
relating to such Transfer Date; and
(b) the Investor Percentage with respect to the Monthly Period relating to
such Transfer Date; and
(c) an amount equal to the aggregate amount of Principal Collections with
respect to the Monthly Period relating to such Transfer Date,
PROVIDED, HOWEVER, that such amount shall not exceed the Class C Investor
Interest after giving effect to any unreinstated Class C Investor Charge-Offs
as of such Transfer Date;
"RECORD DATE" shall mean, with respect to any Distribution Date and any
Transfer Date, the last Business Day of the preceding Monthly Period;
"REGULATED AMORTISATION PERIOD" shall mean the Amortisation Period commencing
on the occurrence of a Regulated Amortisation Trigger Event and ending on the
earlier to occur of (a) the commencement of the Rapid Amortisation Period; and
(b) the Series 2005-A Termination Date;
"REGULATED AMORTISATION TRIGGER EVENT" shall have the meaning specified in Part
7 of the Schedule;
"RELATED DEBT" shall mean the Series 2005-A Loan Note issued by the Loan Note
Issuer pursuant to a supplement to the Security Trust Deed dated 15th December
2005;
"REQUIRED ACCUMULATION FACTOR NUMBER" shall be equal to a fraction, rounded up
to the nearest whole number the numerator of which is one and the denominator
of which is equal to the lowest
- 37 -
monthly principal payment rate on the Designated Accounts for the 18 months
preceding the date of such calculation;
"REQUIRED RESERVE AMOUNT" shall mean, with respect to any Transfer Date on or
after the Reserve Account Funding Date, an amount equal to
(a) 0.10% of the Class A Investor Interest; or
(b) any other amount advised by the Trust Cash Manager,
PROVIDED, HOWEVER, that if such designation is of a lesser amount, the
Transferor Beneficiary shall (i) provide the Trust Cash Manager and the
Receivables Trustee with evidence that the Rating Agency Condition shall have
been satisfied and (ii) deliver to the Receivables Trustee a certificate of an
authorised officer to the effect that, based on the facts known to such officer
at such time, in the reasonable belief of the Transferor Beneficiary, such
designation will not cause a Pay Out Event or an event that, after the giving
of notice or the lapse of time, would cause a Pay Out Event to occur with
respect of Series 2005-A PROVIDED, FURTHER, HOWEVER, that no such designation
shall be effective without the prior written agreement of all the other
Beneficiaries;
"REQUIRED RETAINED PRINCIPAL COLLECTIONS" means those Principal Collections
retained in the undivided Principal Collections Ledger each month in an amount
not to exceed the Required Retained Principal Collections Amount, that can be
utilised, if needed, as Utilised Required Retained Principal Collections;
"REQUIRED RETAINED PRINCIPAL COLLECTIONS AMOUNT" shall have the meaning given
in Clause 5.16(a);
"REQUIRED SPREAD ACCOUNT AMOUNT" will be determined on each Determination Date,
and shall mean the product of (i) the Spread Account Percentage in effect on
such date and (ii) during (A) the Revolving Period or the Controlled
Accumulation Period, the Adjusted Investor Interest, and (B) the Regulated
Amortisation Period or the Rapid Amortisation Period, the Adjusted Investor
Interest as of the last day of the Revolving Period or, as the case may be,
Controlled Accumulation Period; Provided, that in no event will the Required
Spread Account Amount exceed the Class C Debt Amount (after taking into account
any payments to be made on the related Distribution Date);
"RESERVE ACCOUNT" shall have the meaning specified in Clause 5.23(a)(i);
"RESERVE ACCOUNT FUNDING DATE" shall mean the Transfer Date which occurs not
later than the earliest of:
(a) the Transfer Date with respect to the Monthly Period which commences 3
months prior to the commencement of the Controlled Accumulation
Period; or
(b) the first Transfer Date for which the Portfolio Adjusted Yield is less
than 0.5%, but in such event the Reserve Account Funding Date shall
not be required to occur earlier than the Transfer Date which
commences 18 months prior to the commencement of the Controlled
Accumulation Period;
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"RESERVE ACCOUNT SURPLUS" shall mean, with respect to any Transfer Date on or
after the Reserve Account Funding Date, the amount, if any, by which the amount
on deposit in the Series 2005-A Reserve Account Ledger exceeds the Required
Reserve Amount;
"RESERVE DRAW AMOUNT" shall have the meaning specified in Clause 5.22(c);
"RESERVE INVESTMENT PROCEEDS" shall mean, with respect to each Transfer Date
the investment earnings on funds in the Series 2005-A Reserve Account Ledger
(net of investment expenses and losses) for the period from and including the
immediately preceding Transfer Date to but excluding such Transfer Date;
"REVOLVING PERIOD" shall mean the period from and including the Closing Date
to, but not including, the earlier of (a) the day the Controlled Accumulation
Period commences and (b) the Pay Out Commencement Date;
"SCHEDULE" shall mean the Schedule to the Supplement;
"SCHEDULED REDEMPTION DATE" shall mean the Series 2005-A Scheduled Redemption
Date, and unless otherwise specified, where a reference is made to a particular
Class's Scheduled Redemption Date , such date shall be the Series 2005-A
Scheduled Redemption Date;
"SECURITY TRUSTEE" means The Bank of New York in its capacity as Security
Trustee under the Security Trust Deed;
"SERIES 2005-A ASSOCIATED DEBT" means the Class A Associated Debt, the Class B
Associated Debt and the Class C Associated Debt;
"SERIES 2005-A ASSOCIATED DEBT PROSPECTUS" shall mean the approved base
prospectus for a listing on the London Stock Exchange of the Series 2005-A
Associated Debt dated 10 November 2005 together with the Final Terms dated on
or around 8 December 2005 in relation to Series 2005-A;
"SERIES 2005-A BENEFICIARY INTEREST" means in respect of Series 2005-A, the
beneficial interest of the Investor Beneficiary, equal to the Investor
Interest;
"SERIES 2005-A FINANCE CHARGE COLLECTIONS LEDGER" means the sub-ledger in the
Series Collections Account held on a segregated bare trust for the sole benefit
of the Loan Note Issuer, in respect of Series 2005-A;
"SERIES 2005-A INVESTOR BENEFICIARY" means RBS Cards Securitisation Funding
Limited or any successor;
"SERIES 2005-A INVESTOR SERVICING FEE" shall have the meaning specified in
paragraph (a)(i) of Part 2 of the Schedule;
"SERIES 2005-A ISSUER" means Arran Funding Limited as issuer of the Associated
Debt and its successors and assigns as beneficial holder of the Related Debt;
- 39 -
"SERIES 2005-A LOAN NOTE ISSUER DISTRIBUTION ACCOUNT" means the account held
with The Royal Bank Of Scotland International Limited titled as "Rbs Cards
Secure Fund Ltd 2005 A" with sort code 16-10-28 and account number 00000000
established in respect of Series 2005-A;
"SERIES 2005-A LOAN NOTE ISSUER EXPENSE ACCOUNT" means the account held with
The Royal Bank Of Scotland International Limited titled as "Rbs Cards Secure
Fund Ltd Expenses 2005 A" with sort code 16-10-28 and account number 00000000;
"SERIES 2005-A PAY OUT EVENT" shall have the meaning specified in Part 7 of the
Schedule;
"SERIES 2005-A PRINCIPAL COLLECTIONS LEDGER" means the sub-ledger in the Series
Collections Account held on a segregated bare trust for the sole benefit of the
Loan Note Issuer, in respect of Series 2005-A;
"SERIES 2005-A PRINCIPAL FUNDING LEDGER" means a sub-ledger in the Principal
Funding Account held on a segregated bare trust for the sole benefit of the
Loan Note Issuer, in respect of Series 2005-A;
"SERIES 2005-A RELEVANT DOCUMENTS" shall have the meaning specified in Clause
10(b)(i) of the Supplement;
"SERIES 2005-A RESERVE ACCOUNT LEDGER" means the sub-ledger in the Reserve
Account held on segregated bare trust for the sole benefit of the Loan Note
Issuer, in respect of Series 2005-A;
"SERIES 2005-A SCHEDULED REDEMPTION DATE" shall mean the Distribution Date
falling on 15 December 2008;
"SERIES 2005-A SPREAD ACCOUNT LEDGER" means the sub-ledger in the Spread
Account held on segregated bare trust for the sole benefit of the Loan Note
Issuer, in respect of Series 2005-A;
"SERIES 2005-A TERMINATION DATE" shall mean the earlier to occur of (a) the
Distribution Date on which the Investor Interest is reduced to zero, or (b) the
Distribution Date falling on 15 December 2010;
"SERIES CERTIFICATES" shall mean the Series 2005-A Loan Note Certificate;
"SERIES COLLECTION ACCOUNT" means the account in the name of South Gyle
Receivables Trustee Limited for Series 2005-A held with The Royal Bank Of
Scotland International Limited titled as "Sth Gyle Recvbles Tste Ltd - Series
Coll A/C" with sort code 16-10-28 and account number 00000000
- 40 -
"SERIES PRINCIPAL SHORTFALL" shall mean with respect to any day, the excess, if
any, of:
(a) (i) with respect to any day during the Controlled Accumulation
Period or Regulated Amortisation Period, the excess of the
Controlled Deposit Amount over the amount credited to the
Series 2005-A Principal Collections Ledger for such day; and
(ii) with respect to any day during the Rapid Amortisation Period,
the excess of the Investor Interest over the amount credited to
the Series 2005-A Principal Collections Ledger;
"SERIES SERVICING FEE PERCENTAGE" shall mean 0.75% or such other percentage
agreed between the Investor Beneficiary and the Servicer to apply whilst RBS
Cards is the Servicer pursuant to Clause 2.2(a) of the Beneficiaries Servicing
Agreement;
"SERIES TRUST CASH MANAGEMENT FEE " means [POUND]6,000 per annum;
"SERIES FINANCE FUNDING LEDGER" means the sub-ledger in the Finance Funding
Account held on a segregated bare trust for the sole benefit of the Loan Note
Issuer, in respect of particular Series, for the avoidance of doubt, no such
Ledger shall be required for Series 2005-A;
"SHARED PRINCIPAL COLLECTIONS" shall mean on any day the aggregate of the
relevant floating investor percentages of Principal Collections standing to the
credit of the undivided Principal Collections Ledger that day for those series
in their revolving periods plus the aggregate of the amount if any by which the
fixed investor percentage of Principal Collections standing to the credit of
the undivided Principal Collections Ledger that day for each Series in a period
other than a revolving period exceeds the following amounts in respect of each
Series:
(a) until the relevant scheduled redemption date, for any Monthly Period
during the controlled accumulation period, deposits of the relevant
controlled deposit amount to the relevant series principal funding
ledger;
(b) during the regulated amortisation period, deposits of the controlled
deposit amount to the relevant Loan Note Issuer distribution account,
for the relevant Series which in the case of Series 2005-A will be the
Series 2005-A Loan Note Issuer Distribution Account; and
(c) during the controlled accumulation period, on the relevant series
scheduled redemption date, and during the regulated amortisation
period and the rapid amortisation period, distributions of Principal
Collections from the Undivided Bare Trust to the relevant Series;
"SPREAD ACCOUNT" shall have the meaning specified in Clause 5.19(a)(i);
"SPREAD ACCOUNT PERCENTAGE" shall be determined as follows: (i) if the
Quarterly Excess Spread Percentage on such Determination Date is greater than
4.5 per cent. the Spread Account Percentage for such Determination Date shall
be 0 per cent.; if the Quarterly Excess Spread Percentage on such Determination
Date is greater than 4.0 per cent. but less than or equal to 4.5 per cent., the
Spread Account Percentage on such Determination Date shall be 2.0 per cent.; if
the Quarterly Excess Spread Percentage on such Determination Date is greater
than 3.5 per cent. but less than or equal to
- 41 -
4.0 per cent., the Spread Account Percentage on such Determination Date shall
be 2.5 per cent.; if the Quarterly Excess Spread Percentage on such
Determination Date is greater than 3.0 per cent. but less than or equal to 3.5
per cent., the Spread Account Percentage on such Distribution Date shall be 3.0
per cent.; if the Quarterly Excess Spread Percentage on such Determination Date
is greater than 2.5 per cent. but less than or equal to 3.0 per cent., the
Spread Account Percentage for such Determination Date shall be 3.5 per cent; if
the Quarterly Excess Spread Percentage on such Determination Date is greater
than 2.0 per cent. but less than or equal to 2.5 per cent., the Spread Account
Percentage for such Determination Date shall be 4.0 per cent.; and (ii) if the
Quarterly Excess Spread Percentage on such Determination Date is equal to or
less than 2.0 per cent., the Spread Account Percentage for such Determination
Date shall be 4.5 per cent.;
"SPREAD ACCOUNT SURPLUS" shall mean, with respect to any Transfer Date, the
amount, if any, by which the Available Spread Account Amount exceeds the
Required Spread Account Amount;
"SUPPLEMENT" shall mean this Series 2005-A Supplement to the Receivables Trust
Deed and Cash Management Agreement;
"SWAP AGREEMENTS" shall mean the agreements dated on or about the Closing Date
between the Series 2005-A Issuer, the Swap Counterparty and the Note Trustee,
which provides for certain receipts of the Series 2005-A Issuer under and/or in
respect of the Associated Debt denominated in sterling to be converted into the
relevant amounts of currency at a specified interest rate of the Associated
Debt, and vice versa by the Swap Counterparty and for certain other payments to
be made in the relevant amounts of currency at a specified interest rate under
the terms of the Associate Debt by the Swap Counterparty and in dollars by the
Series 2005-A Issuer;
"SWAP COUNTERPARTY" shall mean The Royal Bank of Scotland plc in its capacity
as counterparty in respect of the Swap Agreements and its successors and
assigns;
"TOTAL WITHDRAWAL AMOUNT" shall have the meaning specified in Clause
5.19(a)(iv)(B)(1);
"TRANSFER DATE", for the purposes of this Supplement, is the same date as each
Distribution Date;
"TRUST ACCOUNTS BANK AGREEMENT" means the bank account agreement dated 27 March
2000 (as amended or supplemented) between the Receivables Trustee and the Trust
Accounts Bank establishing the trust accounts ledger(s) in respect of, inter
alios, Series 2005-A;
"TRUSTEE COLLECTION ACCOUNT" shall mean the account identified as such in the
Trust Bank Accounts Agreement;
"UNAVAILABLE PRINCIPAL COLLECTIONS" shall have the meaning specified in Clause
5.05(e)(i).; and
"UTILISED RETAINED PRINCIPAL COLLECTIONS" means Reallocated Class C Principal
Collections and Reallocated Class B Principal Collections.
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PART 1
CALCULATIONS AND INFORMATION
Each month the Receivables Trustee will deliver to the Series 2005-A Investor
Beneficiary, calculations and information regarding the Receivables Trust,
trust allocations and distributions and movements of monies and credits to
ledgers between or in respect of the undivided trust and the segregated bare
trusts. The calculations, ledgers and information to be provided are contained
in Parts 2 through 4 and Clauses 5.07 through to 5.15 and 5.18 through to 5.23
of this Series 2005-A Supplement.
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PART 2
CALCULATIONS AND INFORMATION
SERVICING COMPENSATION
SERVICING COMPENSATION
(a) (i) Pursuant to Clause 2.2(b) of the Beneficiaries Servicing
Agreement the share of the Servicing Fee allocable to Series
2005-A with respect to each Transfer Date (the "SERIES 2005-A
INVESTOR SERVICING FEE") shall be calculated to be an amount
equal to the sum of one-twelfth of the product of (1) the
Series Servicing Fee Percentage and (2) the Adjusted Investor
Interest as of the last day of the Monthly Period preceding the
relevant Transfer Date (such amount to be inclusive of VAT
thereon, if any) PROVIDED, HOWEVER, that with respect to the
first Transfer Date, the Series 2005-A Investor Servicing Fee
shall be equal to [POUND]1,378,276 (such amount to be inclusive
of VAT thereon, if any).
(ii) The portion of the Series 2005-A Investor Servicing Fee
allocable to the Class A Investor Beneficiary in respect of the
Class A Investor Interest with respect to any Transfer Date
(the "CLASS A SERVICING FEE") shall be equal to one-twelfth of
the product of (a) the Class A Floating Percentage for the
Monthly Period preceding that in which such Transfer Date
falls, (b) the Series Servicing Fee Percentage and (c) the
Adjusted Investor Interest as of the last day of the prior
Monthly Period (such amount to be inclusive of VAT thereon, if
any).
(iii) The portion of the Series 2005-A Investor Servicing Fee
allocable to the Class B Investor Beneficiary in respect of the
Class B Investor Interest with respect to any Transfer Date
(the "CLASS B SERVICING FEE") shall be equal to one-twelfth of
the product of (a) the Class B Floating Percentage for the
Monthly Period preceding that in which such Transfer Date
falls, (b) the Series Servicing Fee Percentage and (c) the
Adjusted Investor Interest as of the last day of the prior
Monthly Period (such amount to be inclusive of VAT thereon, if
any).
(iv) The portion of the Series 2005-A Investor Servicing Fee
allocable to the Class C Investor Beneficiary in respect of the
Class C Investor Interest with respect to any Transfer Date
(the "CLASS C SERVICING FEE") shall be equal to one-twelfth of
the product of (a) the Class C Floating Percentage for the
Monthly Period preceding that in which such Transfer Date
falls, (b) the Series Servicing Fee Percentage and (c) the
Adjusted Investor Interest as of the last day of the prior
Monthly Period (such amount to be inclusive of VAT thereon, if
any).
(b) Except as specifically provided in paragraph (a) of this Part 2 above,
the Servicing Fee not allocated to Series 2005-A shall be paid by the
cash flows from the Receivables Trust allocated to the Transferor
Beneficiaries and other Applicable Series (as provided in the related
Supplements), and for the avoidance of doubt, in no event shall the
Receivables
- 44 -
Trust, the Receivables Trustee or the Series 2005-A Investor
Beneficiary be liable therefor. The Servicing Fee allocable to Series
2005-A will be payable as follows:
(i) the Class A Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in
respect thereof pursuant to Clause 5.10(a)(iv) and Clause
5.15(a) (after taking into account Reallocated Class B
Principal Collections and Reallocated Class C Principal
Collections);
(ii) the Class B Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof
pursuant to Clause 5.10(b)(iii) and Clause 5.15(c) (taking into
account Reallocated Class C Principal Collections); and
(iii) the Class C Servicing Fee shall be payable solely to the extent
amounts are available for distribution in respect thereof
pursuant to Clause 5.10(c)(ii).
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PART 3
CALCULATIONS AND INFORMATION
TRUST CASH MANAGEMENT COMPENSATION
TRUST CASH MANAGEMENT COMPENSATION
(a) On each Transfer Date the Receivables Trustee shall, to the extent not
otherwise paid by the Beneficiaries constituting Series 2005-A
pursuant to Clause 11(a) of this Supplement, be entitled to receive
payments by way of Additional Consideration to fund payments by the
Receivables Trustee of the Trust Cash Management Fee Payment Amount to
the Trust Cash Manager pursuant to Clause 9.2 of the Receivables Trust
Deed and Trust Cash Management Agreement in the amounts and in the
circumstances set out below:
(i) The share of the Cash Management Fee allocable to Series 2005-A
with respect to such Transfer Date (the "INVESTOR TRUST CASH
MANAGEMENT FEE") shall be equal to one-twelfth of the Series
Trust Cash Management Fee (such amount to be inclusive of VAT
thereon, if any).
(i) The share of the Investor Trust Cash Management Fee allocable
to the Class A Investor Interest (the "CLASS A TRUST CASH
MANAGEMENT FEE AMOUNT") shall be equal to the product of (A)
the Class A Floating Percentage for the Monthly Period
preceding such Transfer Date and (B) the Investor Trust Cash
Management Fee for such Transfer Date;
(ii) The share of the Investor Trust Cash Management Fee allocable
to the Class B Investor Interest (the "CLASS B TRUST CASH
MANAGEMENT FEE") shall be equal to the product of (A) the Class
B Floating Percentage for the Monthly Period preceding such
Transfer Date and (B) the Investor Trust Cash Management Fee
for such Transfer Date; and
(iii) The share of the Investor Trust Cash Management Fee allocable
to the Class C Investor Interest (the "CLASS C TRUST CASH
MANAGEMENT FEE") shall be equal to the product of (A) the Class
C Floating Percentage for the Monthly Period preceding such
Transfer Date and (B) the Investor Trust Cash Management Fee
for such Transfer Date.
Any payments made pursuant to or by reference to this paragraph (a)
shall satisfy the obligations of the Investor Beneficiary in respect
of Series 2005-A to make payments to the Receivables Trustee as set
out in Clause 11(a) of this Supplement.
(b) Except as specifically provided in paragraph (a) of this Part 3 of the
Schedule, the Cash Management Fee not allocated to Series 2005-A shall
be paid by the cash flows from the Receivables Trust distributed to
each Transferor and other Applicable Series (as provided in the
related Supplements), and for the avoidance of doubt, in no event
shall the Receivables
- 46 -
Trust, the Receivables Trustee or Series 2005-A be liable therefor to
any further extent. The Investor Trust Cash Management Fee will be
payable as follows:
(iv) the Class A Trust Cash Management Fee Amount shall be payable
solely to the extent amounts are available for distribution in
respect thereof pursuant to Clause 5.10(a)(iv) and Clause
5.15(a) (after taking into account Reallocated Class B
Principal Collections and Reallocated Class C Principal
Collections);
(v) the Class B Trust Cash Management Fee Amount shall be payable
solely to the extent amounts are available for distribution in
respect thereof pursuant to Clause 5.10(b)(iii) and Clause
5.15(c) (after taking into account Reallocated Class C
Principal Collections); and
(vi) the Class C Trust Cash Management Fee Amount shall be payable
solely to the extent amounts are available for distribution in
respect thereof pursuant to Clause 5.10(c)(ii).
(c) Notwithstanding any other provision of this Supplement or the
Receivables Trust Deed and Trust Cash Management Agreement, in the
event that any part of the Investor Trust Cash Management Fee Payment
Amount calculated as allocable to Class A, Class B or Class C, as the
case may be, is treated for VAT purposes as the consideration for a
supply of services by the Receivables Trustee to the Investor
Beneficiary in respect of Class A, Class B or Class C, as the case may
be, which is subject to the reverse charge provided for under section
8 of the Value Added Tax Xxx 0000, the amount of such Investor Trust
Cash Management Fee Payment Amount shall be reduced to such amount as,
with the addition of the amount of VAT for which the Investor
Beneficiary in respect of Class A, Class B or Class C, as the case may
be, is liable to account to H M Revenue & Customs, shall equal the
original amount of such Investor Trust Cash Management Fee Payment
Amount, and the Receivables Trustee shall pay the amount of the
reduction to H M Revenue & Customs on behalf of the Investor
Beneficiary in respect of Class A, Class B or Class C, as the case may
be, to meet such liability to account for such amount of VAT.
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PART 4
CALCULATIONS AND INFORMATION
TRUSTEE PAYMENT AMOUNT
TRUSTEE PAYMENT AMOUNT
(a) On each Transfer Date the Receivables Trustee shall be entitled to
receive Additional Consideration pursuant to Clause 7.15 of the
Receivables Trust Deed and Trust Cash Management Agreement, in the
circumstances and in the manner set out below:
(i) the share of the Aggregate Trustee Payment Amount allocable to
Series 2005-A with respect to such Transfer Date (the "INVESTOR
TRUSTEE PAYMENT AMOUNT") shall be equal to the product of (1) a
fraction, the numerator of which is the Investor Interest as of
the last day of the Monthly Period preceding such Transfer Date
and the denominator of which is the aggregate of the investor
interests of each Series in respect of which such Aggregate
Trustee Payment Amount was incurred and (2) each relevant
Trustee Payment Amount as has been certified to the Trust Cash
Manager by the end of any Monthly Period as being accrued due
and payable in respect of such Monthly Period);
(ii) the share of the Investor Trustee Payment Amount allocable to
the Class A Investor Interest (the "CLASS A TRUSTEE PAYMENT
AMOUNT") shall be equal to the product of (A) the Class A
Floating Percentage for the Monthly Period preceding such
Transfer Date and (B) the Investor Trustee Payment Amount for
such Transfer Date;
(iii) the share of the Investor Trustee Payment Amount allocable to
the Class B Investor Interest (the "CLASS B TRUSTEE PAYMENT
AMOUNT") shall be equal to the product of (A) the Class B
Floating Percentage for the Monthly Period preceding such
Transfer Date and (B) the Investor Trustee Payment Amount for
such Transfer Date; and
(iv) the share of the Investor Trustee Payment Amount allocable to
the Class C Investor Interest (the "CLASS C TRUSTEE PAYMENT
AMOUNT") shall be equal to the product of (A) the Class C
Floating Percentage for the Monthly Period preceding such
Transfer Date and (B) the Investor Trustee Payment Amount for
such Transfer Date.
(b) Except as specifically provided in paragraph (a) of this Part 4 above,
the Aggregate Trustee Payment Amount not allocated to Series 2005-A
shall be paid by the cash flows from the Receivables Trust allocated
to other Applicable Series (as provided in the related Supplements),
and, for the avoidance of doubt, in no event shall the Receivables
Trust or Series 2005-A be liable therefor. The Aggregate Trustee
Payment Amount allocable to Series 2005-A will be payable as follows:
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(i) the Class A Trustee Payment Amount shall be payable to the
Receivables Trustee solely to the extent amounts are available
for distribution in respect thereof pursuant to Clause
5.10(a)(i) and Clause 5.15(a) (taking into account Reallocated
Class B Principal Collections and Reallocated Class C Principal
Collections);
(ii) the Class B Trustee Payment Amount shall be payable to the
Receivables Trustee solely to the extent amounts are available
for distribution in respect thereof pursuant to Clause
5.10(b)(i) and Clause 5.15(c) (taking into account Reallocated
Class C Principal Collections); and
(iii) the Class C Trustee Payment Amount shall be payable to the
Receivables Trustee solely to the extent amounts are available
for distribution in respect thereof pursuant to Clause
5.10(c)(i).
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PART 5
OPERATION OF THE RECEIVABLES TRUST
5.04 TRANSFER OF COLLECTIONS
On of before the sixth Business Day prior to the relevant Transfer
Date, each Transferor shall procure that the Trust Cash Manager is
informed of the amount of Acquired Interchange for the prior Monthly
Period.
5.05 CALCULATIONS AND DISTRIBUTIONS
(a) Calculations and Distributions During the Revolving Period
During the Revolving Period, the Receivables Trustee, acting on
the advice of the Trust Cash Manager, shall, prior to the close
of business on the Relevant Date on which amounts are deposited
in the Trustee Collection Account effect the transfers detailed
below in this Clause 5.05(a).
(i) Distribute to the Investor Beneficiary by crediting to
the Series 2005-A Finance Charge Collections Ledger an
amount equal to the sum of (1) the product of (A) the
Floating Investor Percentage for the Monthly Period in
which the Date of Processing of such Finance Charge
Collections falls and (B) the aggregate amount of
Finance Charge Collections processed on such Date of
Processing plus, (2) the product of (A) the Floating
Investor Percentage for the Monthly Period preceding the
relevant Transfer Date and (B) the aggregate amount of
Acquired Interchange Amount processed on such Transfer
Date, to be applied in accordance with Clause 5.10.
(ii) The Receivables Trustee shall not distribute or utilise
Principal Collections in making payments for Receivables
during any Monthly Period prior to the Transfer Date
until an amount equal to the Required Retained Principal
Collections Amount has been retained in the undivided
Principal Collections Ledger of the Trustee Collection
Account for application in accordance with Clauses 5.16
and 5.17 on the next Transfer Date.
(iii) Once an amount equal to the Required Retained Principal
Collections Amount has been retained, an amount equal to
the product of (A) the Floating Investor Percentage for
the Monthly Period in which the Date of Processing of
such Principal Collections falls and (B) the aggregate
amount of Principal Collections processed on such Date
of Processing shall be applied to meet Series 2005-A's
pro rata share of the Daily Principal Shortfall, if any,
as Shared Principal Collections in accordance with
clause 5.18 (Shared Principal Collections).
(iv) Once the applications detailed in (ii) and (iii) above
have been made, all further Principal Collections
credited to the undivided Principal Collections
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Ledger of the Trustee Collection Account that day will
be utilised as Cash Available for Acquisition in
accordance with Clause 5.06(a).
(b) CALCULATIONS AND DISTRIBUTIONS DURING THE CONTROLLED
ACCUMULATION PERIOD
During the Controlled Accumulation Period, the Receivables
Trustee, acting on the advice of the Trust Cash Manager, shall,
prior to the close of business on the Relevant Date on which
amounts are deposited in the Trustee Collection Account effect
the transfers detailed below in this Clause 5.05(b).
(i) Distribute to the Investor Beneficiary by crediting to
the Series 2005-A Finance Charge Collections Ledger an
amount equal to the sum of (1) the product of (A) the
Floating Investor Percentage for the Monthly Period in
which the Date of Processing of such Finance Charge
Collections falls and (B) the aggregate amount of
Finance Charge Collections processed on such Date of
Processing plus, (2) the product of (A) the Floating
Investor Percentage for the Monthly Period preceding the
relevant Transfer Date and (B) the aggregate amount of
Acquired Interchange Amount processed on such Transfer
Date, to be applied in accordance with Clause 5.10.
(ii) The Receivables Trustee shall not distribute or utilise
Principal Collections in making payments for Receivables
during any Monthly Period prior to the Transfer Date
until an amount equal to the Required Retained Principal
Collections Amount has been retained in the undivided
Principal Collections Ledger of the Trustee Collection
Account for application in accordance with Clauses 5.16
and 5.17 on the next Transfer Date.
(iii) Once an amount equal to the Required Retained Principal
Collections Amount has been retained, an amount equal to
the product of (A) the Fixed Investor Percentage for the
Monthly Period in which the Date of Processing of such
Principal Collections falls and (B) the aggregate amount
of Principal Collections processed on such Date of
Processing shall:
(a) be distributed to the Investor Beneficiary by
credit to the Series 2005-A Principal Collections
Ledger to the extent the amount standing to the
credit of the Series 2005-A Principal Collections
Ledger is less than the Controlled Deposit Amount,
and
(b) any remaining shall be applied to applied to meet
Series 2005-A's pro rata share of the Daily
Principal Shortfall, if any, as Shared Principal
Collections in accordance with clause 5.18 (Shared
Principal Collections).
(iv) Once the applications detailed in (ii) and (iii) above
have been made, all further Principal Collections
credited to the undivided Principal Collections
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Ledger of the Trustee Collection Account that day will
be utilised as Cash Available for Acquisition in
accordance with clause 5.06(b).
(c) CALCULATIONS AND DISTRIBUTIONS DURING THE REGULATED
AMORTISATION PERIOD
During the Regulated Amortisation Period, the Receivables
Trustee, acting on the advice of the Trust Cash Manager, shall,
prior to the close of business on the Relevant Date on which
amounts are deposited in the Trustee Collection Account effect
the transfers detailed below in this Clause 5.05(c).
(i) Distribute to the Investor Beneficiary by crediting to
the Series 2005-A Finance Charge Collections Ledger an
amount equal to the sum of (1) the product of (A) the
Floating Investor Percentage for the Monthly Period in
which the Date of Processing of such Finance Charge
Collections falls and (B) the aggregate amount of
Finance Charge Collections processed on such Date of
Processing plus, (2) the product of (A) the Floating
Investor Percentage for the Monthly Period preceding the
relevant Transfer Date and (B) the aggregate amount of
Acquired Interchange Amount processed on such Transfer
Date, to be applied in accordance with Clause 5.10.
(ii) The Receivables Trustee shall not distribute or utilise
Principal Collections in making payments for Receivables
during any Monthly Period prior to the Transfer Date
until an amount equal to the Required Retained Principal
Collections Amount has been retained in the undivided
Principal Collections Ledger of the Trustee Collection
Account for application in accordance with Clauses 5.16
and 5.17 on the next Transfer Date.
(iii) Once an amount equal to the Required Retained Principal
Collections Amount has been retained, an amount equal to
the product of (A) the Fixed Investor Percentage for the
Monthly Period in which the Date of Processing of such
Principal Collections falls and (B) the aggregate amount
of Principal Collections processed on such Date of
Processing shall:
(a) be distributed to the Investor Beneficiary by
crediting to the Series 2005-A Principal
Collections Ledger to the extent the amount
standing to the credit of the Series 2005-A
Principal Collections Ledger is less than the
amount of the Controlled Deposit Amount, and
(b) any remaining shall be applied to applied to meet
Series 2005-A's pro rata share of the Daily
Principal Shortfall, if any, as Shared Principal
Collections in accordance with clause 5.18 (Shared
Principal Collections).
(iv) Once the applications detailed in (ii) and (iii) above
have been made, all further Principal Collections
credited to the undivided Principal Collections
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Ledger of the Trustee Collection Account that day will
be utilised as Cash Available for Acquisition in
accordance with Clause 5.06(b).
(d) CALCULATIONS AND DISTRIBUTIONS DURING THE RAPID AMORTISATION
PERIOD
During the Rapid Amortisation Period, the Receivables Trustee,
acting on the advice of the Trust Cash Manager, shall, prior to
the close of business on the Relevant Date on which amounts are
deposited in the Trustee Collection Account effect the
transfers detailed below in this Clause 5.05(d).
(i) Distribute to the Investor Beneficiary by crediting to
the Series 2005-A Finance Charge Collections Ledger an
amount equal to the sum of (1) the product of (A) the
Floating Investor Percentage for the Monthly Period in
which the Date of Processing of such Finance Charge
Collections falls and (B) the aggregate amount of
Finance Charge Collections processed on such Date of
Processing plus, (2) the product of (A) the Floating
Investor Percentage for the Monthly Period preceding the
relevant Transfer Date and (B) the aggregate amount of
Acquired Interchange Amount processed on such Transfer
Date, to be applied in accordance with Clause 5.10.
(ii) The Receivables Trustee shall not distribute or utilise
Principal Collections in making payments for Receivables
during any Monthly Period prior to the Transfer Date
until an amount equal to the Required Retained Principal
Collections Amount has been retained in the undivided
Principal Collections Ledger of the Trustee Collection
Account for application in accordance with clauses 5.16
and 5.17 on the next Transfer Date.
(iii) Once an amount equal to the Required Retained Principal
Collections Amount has been retained, an amount equal to
the product of (A) the Fixed Investor Percentage for the
Monthly Period in which the Date of Processing of such
Principal Collections falls and (B) the aggregate amount
of Principal Collections processed on such Date of
Processing shall be distributed to the Investor
Beneficiary by crediting the Series 2005-A Principal
Collections Ledger.
(iv) Once the applications detailed in (ii) and (iii) above
have been made, all further Principal Collections
credited to the undivided Principal Collections Ledger
of the Trustee Collections Account that day will be
utilised as Cash Available for Acquisition in accordance
with clause 5.06(a).
(e) UNAVAILABLE PRINCIPAL COLLECTIONS
If on any day, (A) the sum of the Aggregate Adjusted Investor
and the Aggregate Transferor Interest is zero, and (B) a
Principal Collection is received ("UNAVAILABLE PRINCIPAL
COLLECTIONS") such amount shall remain credited to the
undivided Principal Collections Ledger (held on the Undivided
Bare Trust for the benefit of
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the Transferor Beneficiaries as Unavailable Principal
Collections) and Unavailable Principal Collections shall be
transferred to the Transferor Beneficiaries on any Business Day
when, and only to the extent that, the Transferor Interest on
such Business Day is greater than zero and until such time
shall represent Unavailable Principal Collections held on the
Undivided Bare Trust for the benefit of the Transferor
Beneficiaries as Unavailable Principal Collections.
For the avoidance of doubt following any identification of
Principal Collection as Unavailable Principal Collections such
Unavailable Principal Collections shall in no circumstances be
reallocated to any other Beneficiary.
(f) CREDITS TO LEDGERS
With respect to Series 2005-A, and notwithstanding anything in
the Receivables Trust Deed and Trust Cash Management Agreement
or this Supplement to the contrary, the Trust Cash Manager will
only be required to make credits in the relevant ledger in the
Trust Accounts in respect of Collections deposited in the
Trustee Collection Account and then transferred to the relevant
ledgers, up to the required amount to be credited to any such
ledger.
(g) CONTROLLED ACCUMULATION PERIOD
The Controlled Accumulation Period is scheduled to commence on
the first business day of business on June 2007 PROVIDED,
HOWEVER, that, if the Controlled Accumulation Period Length
(determined as described in this Clause 5.05(g) below) is less
than 18 months, the date on which the Controlled Accumulation
Period actually commences may be delayed to the first Business
Day of the month that is the number of months prior to the
Series 2005-A Scheduled Redemption Date at least equal to the
Controlled Accumulation Period Length and, as a result, the
number of Monthly Periods in the Controlled Accumulation Period
will at least equal the Controlled Accumulation Period Length.
However, the Controlled Accumulation Period will, in any event,
begin no later than the first Business Day of November 2008.
On the Determination Date immediately preceding the
Distribution Date falling in June 2007 and on each
Determination Date thereafter until the Controlled Accumulation
Period begins, the Trust Cash Manager will determine the
"CONTROLLED ACCUMULATION PERIOD LENGTH" which will equal the
number of months such that the sum of the Controlled
Accumulation Period Factors for each month during such period
will be equal to or greater than the Required Accumulation
Factor Number; PROVIDED, HOWEVER, that the Controlled
Accumulation Period Length will not be less than one month and
Provided further that the Controlled Accumulation Period Length
shall equal the number of months such that the product of the
Controlled Accumulation Period Length and the
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Controlled Deposit Amount taking into consideration the Maximum
Controlled Deposit Amount would be equal to or greater than the
Initial Investor Interest.
5.06 CASH AVAILABLE FOR ACQUISITION
(a) CASH AVAILABLE FOR ACQUISITION DURING THE REVOLVING PERIOD
During the Revolving Period immediately following the
allocations in Clause 5.05(a) and on the Closing Date the
Receivables Trustee shall regard as Cash Available for
Acquisition ("CASH AVAILABLE FOR ACQUISITION") (avoiding any
double-counting) each of (i) the amounts paid to the Trustee
Acquisition Account on the Closing Date pursuant to Clause 3(b)
of the Supplement, (ii) the amount standing to the credit of
the undivided Principal Collections Ledger which has been
identified pursuant to Clause 5.05(a)(iv) to be so applied.
Such Cash Available for Acquisition shall be utilised as
follows:
(i) to the extent required to fund the Receivables Trustee
in making payments to the Transferor in respect of the
Acceptance Price for any Offer the Receivables Trustee
has determined to accept in accordance with Clause
5.2(c)(i) or in respect of any Cash Price payable
immediately following acceptance of an Offer in
accordance with Clause 5.2(c)(ii) or in respect of
Future Receivables in accordance with Clause 5.2(c)(iii)
and transferring such amounts to the Trustee Acquisition
Account in accordance with Clause 5.2(b)(iii);
(ii) to the extent any Cash Available for Acquisition is not
utilised in funding the Receivables Trustee pursuant to
(i) above, by transferring such amounts to the Trustee
Acquisition Account in accordance with Clause
5.2(b)(iii) to be distributed to the Transferor
Beneficiaries thus increasing the proportion of the
beneficial interest of the Investor Beneficiary in the
Eligible Receivables Pool decreasing the proportion of
the beneficial interest of the Transferor Beneficiaries
in the Eligible Receivables Pool pro tanto pursuant to
Clauses 3.3 and 5.2(c)(iv); and
(iii) the balance, if any, following the utilisation of Cash
Available for Acquisition in the manner specified in (i)
and (ii) above will remain credited to the undivided
Principal Collections Ledger to be utilised in
accordance with clause 5.05 on the next and following
Business Days.
(b) CASH AVAILABLE FOR ACQUISITION DURING THE CONTROLLED
ACCUMULATION PERIOD OR THE REGULATED AMORTISATION PERIOD
During the Controlled Accumulation Period immediately following
the allocations in Clause 5.05(b) or during the Regulated
Amortisation Period immediately following the allocations in
Clause 5.05(c) the Receivables Trustee shall regard as Cash
Available for Acquisition (avoiding any double-counting) the
amount credited
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to the undivided Principal Collections Ledger which has been
identified to be so applied pursuant to (during the Controlled
Accumulation Period) Clause 5.05(b)(iv) or (during the
Regulated Amortisation Period) Clause 5.05(c)(iv). Such Cash
Available for Acquisition shall be utilised as follows:
(i) to fund the Receivables Trustee in making payments to
the Transferor in respect of the Acceptance Price for
any Offer the Receivables Trustee has determined to
accept in accordance with Clause 5.2(c)(i) or in respect
of any Cash Price payable immediately following
acceptance of an Offer in accordance with Clause
5.2(c)(ii) or in respect of Future Receivables in
accordance with Clause 5.2(c)(iii) and transferring such
amounts to the Trustee Acquisition Account in accordance
with Clause 5.2(b)(iii);
(ii) to the extent any Cash Available for Acquisition is not
utilised in funding the Receivables Trustee pursuant to
(i) above, by transferring such amounts to the Trustee
Acquisition Account in accordance with Clause
5.2(b)(iii) to be distributed to the Transferor
Beneficiaries thus increasing the proportion of the
beneficial interest of the Investor Beneficiaries in the
Eligible Receivables Pool and decreasing the proportion
of the beneficial interest of the Transferor
Beneficiaries in the Eligible Receivables Pool pro tanto
pursuant to Clauses 3.3 and 5.2(c)(iv) and; and
(iii) the balance, if any, following the utilisation of Cash
Available for Acquisition referred in the manner
specified in (i) and (ii) above will remain credited to
the undivided Principal Collections Ledger to be
utilised in accordance with Clause 5.05 on the next and
following Business Days.
CALCULATIONS AND INFORMATION
5.07 CALCULATION OF MONTHLY REQUIRED EXPENSE AMOUNTS
(a) The calculated amount required to be transferred notionally in
respect of Class A from the Series 2005-A Finance Charge
Collections Ledger in respect of each Transfer Date (the "CLASS
A MONTHLY REQUIRED EXPENSE AMOUNT") shall be the aggregate of
the following:
(i) an amount equal to the Class A Trustee Payment Amount
plus any Class A Trustee Payment Amount remaining unpaid
in respect of any previous Transfer Date; PLUS
(ii) the Loan Note Issuer Costs Amount; PLUS
(iii) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the sum of (A) the
product of (1) a fraction, the numerator of which is the
actual number of days in such Calculation Period and the
denominator of which is 365, (2) the Class A LN Rate and
(3) the Class A Debt Amount as of
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the Record Date preceding such Transfer Date, plus (B)
the amount of the Issuer Costs Amount for such
Calculation Period (the sum of (A) and (B) being the
"CLASS A MONTHLY FINANCE AMOUNT")
(iv) an amount equal to the amount of any unpaid Class A
Deficiency Amounts; PLUS
(v) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) (1) a
fraction, the numerator of which is the actual number of
days in such Calculation Period and the denominator of
which is 365, times (2) the Class A LN Rate, plus 2%,
and (B) the unpaid Class A Deficiency Amounts (if any)
for the immediately preceding Distribution Date (the
"CLASS A ADDITIONAL FINANCE AMOUNT"),
and on the related Transfer Date the Receivables Trustee shall
deposit such funds, to the extent available in accordance with
Clause 5.10(a).
(b) The calculated amount required to be transferred notionally in
respect of Class B from the Series 2005-A Finance Charge
Collections Ledger in respect of each Transfer Date (the
"CLASS B MONTHLY REQUIRED EXPENSE AMOUNT") shall be the
aggregate of the following amounts:
(i) an amount equal to the Class B Trustee Payment Amount
plus any Class B Trustee Payment Amount remaining unpaid
in respect of any previous Transfer Date; PLUS
(ii) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) a
fraction, the numerator of which is the actual number of
days in such Calculation Period and the denominator of
which is 365, (B) the Class B LN Rate, and (C) the Class
B Debt Amount determined as of the Record Date preceding
such Transfer Date (the "CLASS B MONTHLY FINANCE
AMOUNT"); PLUS
(iii) an amount equal to the amount of any unpaid Class B
Deficiency Amounts; PLUS
(iv) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) (1) a
fraction, the numerator of which is the actual number of
days in such Calculation Period and the denominator of
which is 365, times (2) the Class B LN Rate in relation
to the relevant Calculation Period, plus 2%, and (B) the
unpaid Class B Deficiency Amounts (if any) on the
immediately preceding Distribution Date (the "CLASS B
ADDITIONAL FINANCE AMOUNT"),
and on the related Transfer Date the Receivables Trustee shall
deposit such funds, to the extent available, in accordance with
Clause 5.10(b).
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(c) The calculated amount required to be transferred notionally in
respect of Class C from the Series 2005-A Finance Charge
Collections Ledger in respect of each Transfer Date (the
"CLASS C MONTHLY REQUIRED EXPENSE AMOUNT") shall be the
aggregate of the following amounts:
(i) an amount equal to the Class C Trustee Payment Amount
plus any Class C Trustee Payment Amount remaining unpaid
in respect of any previous Transfer Date; PLUS
(ii) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) a
fraction, the numerator of which is the actual number of
days in such Calculation Period and the denominator of
which is 365, (B) the Class C LN Rate, and (C) the Class
C Debt Amount determined as of the Record Date preceding
such Transfer Date (the "CLASS C MONTHLY FINANCE
AMOUNT"); PLUS
(iii) an amount equal to the amount of any unpaid Class C
Deficiency Amounts; PLUS
(iv) an amount equal to an amount which, in respect of any
Calculation Period, is equal to the product of (A) (1) a
fraction, the numerator of which is the actual number of
days in such Calculation Period and the denominator of
which is 365, times (2) the Class C Finance Rate, plus
2% per annum, and (B) the unpaid Class C Deficiency
Amounts (if any) on the immediately preceding
Distribution Date (the "CLASS C ADDITIONAL FINANCE
AMOUNT"),
and on the related Transfer Date the Receivables Trustee shall
deposit such funds, to the extent available, in accordance with
Clause 5.10(c)(i) and Clause 5.15(e).
5.08 CALCULATION OF MONTHLY PRINCIPAL AMOUNTS
(a) The calculated amount required to be transferred from the
Series 2005-A Principal Collections Ledger on each Transfer
Date notionally in respect of Class A (the "CLASS A MONTHLY
PRINCIPAL AMOUNT"), beginning with the Transfer Date in the
month following the month in which the Controlled Accumulation
Period or, the Regulated Amortisation Period or the Rapid
Amortisation Period, begins, shall be equal to the least of:
(i) the amount credited to the Series 2005-A Principal
Collections Ledger on such Transfer Date;
(ii) for each Transfer Date with respect to the Controlled
Accumulation Period or the Regulated Amortisation Period
prior to the Class A Scheduled Redemption Date, the
Controlled Deposit Amount for such Transfer Date; and
(iii) the Class A Adjusted Investor Interest (after taking
into account any adjustments to be made on such Transfer
Date pursuant to Clauses 5.13(a)(iii)
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and (iv) on such Transfer Date) prior to any amount
being credited to the Series 2005-A Principal Funding
Ledger on such day.
(b) The calculated amount required to be transferred from the
Series 2005-A Principal Collections Ledger on each Transfer
Date notionally in respect of Class B (the "CLASS B MONTHLY
PRINCIPAL AMOUNT"), commencing on the Class B Principal
Commencement Date (after taking into account any payments to be
made on the related Distribution Date), shall be an amount
equal to the least of:
(i) the amount credited to the Series 2005-A Principal
Collections Ledger on such Transfer Date (MINUS the
portion of such amount calculated as the Class A Monthly
Principal Amount on such Transfer Date); and
(ii) for each Transfer Date with respect to the Controlled
Accumulation Period or the Regulated Amortisation Period
prior to the Class B Scheduled Redemption Date, the
Controlled Deposit Amount for such Transfer Date less
that applied at Clause 5.08 (a)(ii); and
(iii) the Class B Adjusted Investor Interest (after taking
into account any adjustments to be made on such Transfer
Date pursuant to Clauses 5.13(a)(ii), 5.13(b)(ii),
5.13(b)(iii) and 5.17(b) on such Transfer Date) prior to
any deposit into the Principal Funding Account for
Series 2005-A on such Transfer Date.
(c) The calculated amount required to be transferred from the
Series 2005-A Principal Collections Ledger on each Transfer
Date notionally in respect of Class C (the "CLASS C MONTHLY
PRINCIPAL AMOUNT"), commencing on the Class C Principal
Commencement Date (after taking into account any payments to be
made on the related Distribution Date) shall be an amount equal
to the least of:
(i) the amount credited to the credit of the Series 2005-A
Principal Collections Ledger on such Transfer Date
(MINUS the portion of such Available Investor Principal
Collections calculated as the Class A Monthly Principal
Amount and the Class B Monthly Principal Amount on such
Transfer Date); and
(ii) for each Transfer Date with respect to the Controlled
Accumulation Period or the Regulated Amortisation Period
prior to the Class B Scheduled Redemption Date, the
Controlled Deposit Amount for such Transfer Date less
that applied at Clause 5.08 (a)(ii) and Clause 5.08
(b)(ii); and
(iii) the Class C Adjusted Investor Interest (after taking
into account any adjustments to be made on such Transfer
Date pursuant to Clauses 5.13(a)(i), 5.13(b)(i),
5.13(c)(i), 5.13(c)(ii) and 5.16 on such Transfer Date)
prior to any deposit into the Principal Funding Account
for Series 2005-A on such Transfer Date.
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(d) Notwithstanding the provisions of (a), (b) and (c) above of
this Clause 5.08, during the Controlled Accumulation Period and
the Regulated Amortisation Period the aggregate amount
transferable from the Series 2005-A Principal Collections
Ledger shall not exceed the Controlled Deposit Amount for the
relevant Transfer Date and in the event that the aggregate of
the Class A Monthly Principal Amount, the Class B Monthly
Principal Amount and the Class C Monthly Principal Amount (if
any), in respect of such Transfer Date as calculated in (a),
(b) and (c) above exceeds the Controlled Deposit Amount for the
relevant Transfer Date, the Class C Monthly Principal Amount
will be reduced by the amount of such excess, (but not so that
the Class C Monthly Principal Amount is less than zero) and to
the extent of the excess over the Class C Monthly Principal
Amount, the Class B Monthly Principal Amount will be reduced
(but not so that the Class B Monthly Principal Amount is less
than zero) and the Class A Monthly Principal Amount, Class B
Monthly Principal Amount and Class C Monthly Principal Amount
shall be read and construed accordingly for all purposes.
5.09 COVERAGE OF REQUIRED AMOUNT
(a) On each Determination Date, the Receivables Trustee (acting on
the advice of the Trust Cash Manager) shall determine the
amount (the "CLASS A REQUIRED AMOUNT"), if any, by which the
sum of:
(i) the Class A Monthly Required Expense Amount; PLUS
(ii) (a) the Class A Servicing Fee for the prior Monthly
Period, if any, PLUS any Class A Servicing Fee due but
not paid on any prior Transfer Date, PLUS (b) the Class
A Cash Management Fee for the prior Monthly Period, if
any, PLUS any Class A Cash Management Fee due but not
paid on any prior Transfer Date; PLUS
(iii) the Class A Investor Default Amount, if any, for the
prior Monthly Period
EXCEEDS the Class A Available Funds for the related Monthly
Period.
(b) On each Determination Date, the Receivables Trustee (acting on
the advice of the Trust Cash Manager) shall also determine the
amount (the "CLASS B REQUIRED AMOUNT"), if any, equal to the
sum of:
(i) the amount, if any, by which: the Class B Monthly
Required Expense Amount; plus (a) the Class B Servicing
Fee for the prior Monthly Period, if any, plus any Class
B Servicing Fee due but not paid on any prior Transfer
Date, plus (b) the Class B Cash Management Fee for the
prior Monthly Period, if any, plus any Class B Cash
Management Fee due but not paid on any prior Transfer
Date EXCEEDS the Class B Available Funds for the related
Monthly Period; PLUS
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(ii) the Class B Investor Default Amount, if any, for the
related Monthly Period.
(c) (i) In the event that the Class A Required Amount for such
Transfer Date is greater than zero, the Trust Cash
Manager shall be required to give the Receivables
Trustee written notice of such positive Class A Required
Amount on each Determination Date.
(ii) In the event that the Class A Required Amount for such
Transfer Date is greater than zero, all or a portion of
the Available Spread with respect to such Transfer Date
in an amount equal to the Class A Required Amount, to
the extent available, for such Transfer Date shall be
transferred from the Series 2005-A Finance Charge
Collections Ledger on such Transfer Date pursuant to
Clause 5.15(a).
(iii) In the event that the Class A Required Amount for such
Transfer Date exceeds the amount of Available Spread
with respect to such Transfer Date, the Required
Retained Principal Collections standing to the credit of
the undivided Principal Collections Ledger shall be
utilised as specified in Clauses 5.16 and 5.17 and
distributed to the Investor Beneficiary by crediting the
Series 2005-A Finance Charge Collections Ledger.
(iv) In the event that the Class B Required Amount for such
Transfer Date exceeds the amount of Available Spread
available to fund the Class B Required Amount pursuant
to Clause 5.15(c), the Required Retained Principal
Collections standing to the credit of the undivided
Principal Collections Ledger (after applying the amounts
pursuant to paragraph (iii) above) shall be applied as
specified in Clause 5.16 and distributed to the Investor
Beneficiary by crediting to the Series 2005-A Finance
Charge Collections Ledger.
PROVIDED, HOWEVER, that the sum of any payments pursuant to
this Clause 5.09(c) shall not exceed the sum of the Class A
Required Amount and the Class B Required Amount.
5.10 PAYMENTS OF AMOUNTS REPRESENTING FINANCE CHARGE COLLECTIONS
Five business days prior to each Transfer Date, the Trust Cash Manager
shall advise the Receivables Trustee in writing of the amounts to
transfer pursuant to this Clause 5.10 from the Series 2005-A Finance
Charge Collections Ledger held on the Loan Note Issuer's Absolute Bare
Trust, and the Receivables Trustee, acting on such advice
substantially in the form of Exhibit C, shall transfer on such
Transfer Date, to the extent of Class A Available Funds, Class B
Available Funds and Class C Available Funds, the following amounts
required to be so transferred:
(a) an amount equal to the Class A Available Funds credited to the
Series 2005-A Finance Charge Collections Ledger for the related
Monthly Period will be
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transferred by the Receivables Trustee acting on the Investor
Beneficiary's behalf in the following order of priority:
(i) an amount equal to the Class A Trustee Payment Amount
for such Transfer Date plus any Class A Trustee Payment
Amount remaining unpaid in respect of any previous
Transfer Date shall be transferred into the Series
2005-A Loan Note Issuer Distribution Account for payment
to the Receivables Trustee as Additional Consideration
payable in accordance with Clause 3(c) (identified as
"TRUSTEE PAYMENT AMOUNT" referable to Series 2005-A);
(ii) an amount equal to the Loan Note Issuer Costs Amount for
such Transfer Date shall be deposited by the Receivables
Trustee acting on the advice of the Trust Cash Manager
into the Series 2005-A Loan Note Issuer Distribution
Account to be transferred to the Series 2005-A Loan Note
Issuer Expenses Account;
(iii) an amount equal to the Class A Monthly Finance Amount
for such Transfer Date, plus the amount of any Class A
Deficiency Amount for such Transfer Date, plus the
amount of any Class A Additional Finance Amount for such
Transfer Date, to be deposited by the Receivables
Trustee acting on the advice of the Trust Cash Manager
in the Series 2005-A Loan Note Issuer Distribution
Account (identified, and in the relevant ledger for
Class A), the amount so deposited being the "CLASS A
MONTHLY DISTRIBUTION AMOUNT" for the month;
(iv) in no order of priority inter se but pro rata to the
respective amounts then due, amounts equal to (1) the
Class A Servicing Fee, if any, for such Transfer Date
PLUS amounts of any Class A Servicing Fee due but not
paid to the Servicer on any prior Transfer Date shall be
deposited into the Series 2005-A Loan Note Issuer
Distribution Account and then used to pay the Servicer
and (2) the Class A Cash Management Fee, if any, for
such Transfer Date plus amounts of any Class A Cash
Management Fee due but not paid to the Receivables
Trustee on any prior Transfer Date shall be deposited
into the Series 2005-A Loan Note Issuer Distribution
Account for payment to the Receivables Trustee as
Additional Consideration payable in accordance with
Clause 3(c) (identified as "TRUST CASH MANAGEMENT FEE
PAYMENT AMOUNT" referable to Series 2005-A);
(v) an amount equal to the Class A Investor Default Amount,
if any, for the preceding Monthly Period shall be
deposited into the Series 2005-A Loan Note Issuer
Distribution Account for payment to the Receivables
Trustee as Additional Consideration payable in
accordance with Clause 3(c) (identified as "LOSS MAKE-UP
(DEFAULT)" referable to Series 2005-A);
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(vi) the balance, if any, shall constitute "AVAILABLE
SPREAD", which together with Available Spread generated
following the distribution of Finance Charge Collections
and Acquired Interchange initially calculated as
referable to Class B and thereafter to Class C shall be
paid as set out in Clause 5.15.
(b) On each Transfer Date, an amount equal to the Class B Available
Funds credited to the Series 2005-A Finance Charge Collections
Ledger for the related Monthly Period will be transferred by
the Receivables Trustee acting on the Investor Beneficiary's
behalf in the following order of priority:
(i) an amount equal to the Class B Trustee Payment Amount
for such Transfer Date plus any Class B Trustee Payment
Amount remaining unpaid in respect of any previous
Transfer Date shall be transferred into the Series
2005-A Loan Note Issuer Distribution Account for payment
to the Receivables Trustee as Additional Consideration
in accordance with Clause 3(c) (identified as "TRUSTEE
PAYMENT AMOUNT");
(ii) an amount equal to the Class B Monthly Finance Amount
for such Transfer Date, plus the amount of any Class B
Deficiency Amount for such Transfer Date, plus the
amount of any Class B Additional Finance Amount for such
Transfer Date, to be deposited by the Receivables
Trustee acting on the advice of the Trust Cash Manager
in the Series 2005-A Loan Note Issuer Distribution
Account (identified, and in the relevant ledger for
Class B), the amount so deposited being the "CLASS B
MONTHLY DISTRIBUTION AMOUNT" for the month;
(iii) in no order of priority inter se but pro rata to the
respective amounts then due, amounts equal to (1) the
Class B Servicing Fee, if any, for such Transfer Date
PLUS amounts of any Class B Servicing Fee due but not
paid to the Servicer on any prior Transfer Date shall be
deposited into the Series 2005-A Loan Note Issuer
Distribution Account and then used to pay the Servicer
and (2) the Class B Cash Management Fee, if any, for
such Transfer Date plus amounts of any Class B Cash
Management Fee due but not paid to the Receivables
Trustee on any prior Transfer Date shall be deposited
into the Series 2005-A Loan Note Issuer Distribution
Account for payment to the Receivables Trustee as
Additional Consideration in accordance with Clause 3(c)
(identified as "TRUST CASH MANAGEMENT FEE PAYMENT
AMOUNT");
(iv) the balance, if any, shall constitute "AVAILABLE
SPREAD", which together with Available Spread generated
following the distribution of Finance Charge Collections
and Acquired Interchange initially calculated as
referable to Class A and Class C shall be paid as set
out in Clause 5.15.
(c) On each Transfer Date, an amount equal to the Class C Available
Funds credited to the Series 2005-A Finance Charge Collections
Ledger for the related Monthly
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Period will be transferred by the Receivables Trustee acting on
the Investor Beneficiary's behalf in the following order of
priority:
(i) an amount equal to the Class C Trustee Payment Amount
for such Transfer Date plus any Class C Trustee Payment
Amount remaining unpaid in respect of any previous
Transfer Date shall be transferred into the Series
2005-A Loan Note Issuer Distribution Account for payment
to the Receivables Trustee as Additional Consideration
in accordance with Clause 3(c) (identified as "TRUSTEE
PAYMENT AMOUNT");
(ii) in no order of priority inter se but pro rata to the
respective amounts then due, amounts equal to (1) the
Class C Servicing Fee, if any, for such Transfer Date
PLUS amounts of any Class C Servicing Fee due but not
paid to the Servicer on any prior Transfer Date shall be
deposited into the Series 2005-A Loan Note Issuer
Distribution Account and then used to pay the Servicer
and (2) the Class C Cash Management Fee, if any, for
such Transfer Date plus amounts of any Class C Cash
Management Fee due but not paid to the Receivables
Trustee on any prior Transfer Date shall be deposited
into the Series 2005-A Loan Note Issuer Distribution
Account for payment to the Receivables Trustee as
Additional Consideration in accordance with Clause 3(c)
(identified as "TRUST CASH MANAGEMENT FEE PAYMENT
AMOUNT"); and
(iii) the balance, if any, shall constitute "AVAILABLE
SPREAD", which together with Available Spread generated
following the distribution of Finance Charge Collections
and Acquired Interchange initially calculated as
referable to Class A and Class B shall be paid as set
out in Clause 5.15.
5.11 PAYMENTS OF PRINCIPAL AMOUNTS ON TRANSFER DATES
(a) On each Transfer Date for the Controlled Accumulation Period,
the Regulated Amortisation Period or the Rapid Amortisation
Period an amount equal to the balance standing to the credit of
the Series 2005-A Principal Collections Ledger held on Absolute
Bare Trust for the sole benefit of the Investor Beneficiary
with respect to the related Monthly Period shall be dealt with
on such Transfer Date in the following order of priority of (i)
to (vi):
(i) for each Transfer Date for the Controlled Accumulation
Period, an amount equal to the Class A Monthly Principal
Amount shall be deposited by the Receivables Trustee
acting on the advice of the Trust Cash Manager into the
Principal Funding Account for credit to the Series
2005-A Principal Funding Ledger;
(ii) for each Transfer Date for the Regulated Amortisation
Period or the Rapid Amortisation Period, an amount equal
to the Class A Monthly Principal Amount shall be
deposited by the Receivables Trustee acting on the
advice of
- 64 -
the Trust Cash Manager into the Series 2005-A Loan Note
Issuer Distribution Account (identified, and in the
relevant ledger for Class A);
(iii) for each Transfer Date during the Controlled
Accumulation Period commencing on the Class B Principal
Commencement Date, after giving effect to the
distribution referred to in paragraph (i) above, an
amount equal to the Class B Monthly Principal Amount
shall be deposited by the Receivables Trustee acting on
the advice of the Trust Cash Manager into the Principal
Funding Account for credit to the Series 2005-A
Principal Funding Ledger;
(iv) for each Transfer Date during the Regulated Amortisation
Period or the Rapid Amortisation Period commencing on
the Class B Principal Commencement Date, after giving
effect to the distribution referred to in paragraph (ii)
above, an amount equal to the Class B Monthly Principal
Amount, shall be deposited by the Receivables Trustee
acting on the advice of the Trust Cash Manager into the
Series 2005-A Loan Note Issuer Distribution Account
(identified, and in the relevant ledger for, Class B);
(v) for each Transfer Date during the Controlled
Accumulation Period commencing on the Class C Principal
Commencement Date, after giving effect to the
distribution referred to in paragraphs (i) and (iii)
above, an amount equal to the Class C Monthly Principal
Amount shall be deposited by the Receivables Trustee
acting on the advice of the Trust Cash Manager into the
Principal Funding Account for credit to the Series
2005-A Principal Funding Ledger;
(vi) for each Transfer Date during the Regulated Amortisation
Period or the Rapid Amortisation Period commencing on
the Class C Principal Commencement Date, after giving
effect to the distributions referred to in paragraphs
(ii) and (iv) above, an amount equal to the Class C
Monthly Principal Amount, shall be deposited by the
Receivables Trustee acting on the advice of the Trust
Cash Manager into the Series 2005-A Loan Note Issuer
Distribution Account (identified, and in the relevant
ledger for, Class C);
(b) On the earlier to occur of the first Distribution Date during
the Regulated Amortisation Period or the Rapid Amortisation
Period or on the Class A Scheduled Redemption Date and on each
Distribution Date thereafter, the Receivables Trustee, acting
on the advice of the Trust Cash Manager, shall distribute
pursuant to Clause 5.11(a), from amounts credited to the Series
2005-A Principal Funding Ledger, an amount equal to the lesser
of the Class A Investor Interest and the amount credited to the
Series 2005-A Principal Funding Ledger, which shall be paid to
the Series 2005-A Loan Note Issuer Distribution Account
(identified, and in the relevant ledger for, Class A).
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(c) On the earlier to occur of the first Distribution Date during
the Regulated Amortisation Period or the Rapid Amortisation
Period on which the Class A Investor Interest is paid in full
and the Class B Scheduled Redemption Date and on each
Distribution Date thereafter, the Receivables Trustee acting on
the advice of the Trust Cash Manager, shall distribute pursuant
to Clause 5.11(a), from amounts credited to the Series 2005-A
Principal Funding Ledger an amount equal to the lesser of the
Class B Investor Interest and the amount credited to the Series
2005-A Principal Funding Ledger identified, and in the relevant
ledger for, Class B (after giving effect to the amount
distributed pursuant to Clause 5.11(b) above), which shall be
paid to the Series 2005-A Loan Note Issuer Distribution Account
(identified, and in the relevant ledger for, Class B).
(d) On the earlier to occur of the first Distribution Date during
the Regulated Amortisation Period or the Rapid Amortisation
Period on which each of the Class A Investor Interest and the
Class B Investor Interest is paid in full and the Class C
Scheduled Redemption Date and on each Distribution Date
thereafter, the Receivables Trustee acting on the advice of the
Trust Cash Manager, shall distribute pursuant to Clause
5.11(a), from amounts credited to the Series 2005-A Principal
Funding Ledger identified, and in the relevant ledger for,
Class C, an amount equal to the lesser of the Class C Investor
Interest and the amount credited to the Series 2005-A Principal
Funding Ledger (after giving effect to any payment required
under Clause 5.11(b) and Clause 5.11(c) above), which shall be
paid to the Series 2005-A Loan Note Issuer Distribution Account
(identified, and in the relevant ledger for, Class C).
To the extent required, the Receivables Trustee shall be authorised to make
these transfers on the Loan Note Issuer's behalf.
5.12 [RESERVED- INTENTIONALLY LEFT BLANK]
5.13 INVESTOR CHARGE-OFFS
(a) On each Determination Date, the Receivables Trustee acting on
the advice of the Trust Cash Manager shall calculate the Class
A Investor Default Amount which shall be applied as follows:
(i) If on any Transfer Date, the Class A Investor Default
Amount for the prior Monthly Period exceeds the sum of
the amount applied with respect thereto pursuant to
Clause 5.10(a)(v) and Clause 5.15(a) with respect to
such Monthly Period, the Class C Investor Interest
(after giving effect to reductions for any Class C
Investor Charge-Offs, any Reallocated Class C Principal
Collections and any Reallocated Class B Principal
Collections) will be reduced by the amount of such
excess.
(ii) In the event that such reduction would cause the Class C
Investor Interest to be a negative number, the Class C
Investor Interest will be reduced to zero,
- 66 -
and the Class B Investor Interest (after giving effect
to reductions for any Class B Investor Charge-Offs and
any Reallocated Class B Principal Collections on such
Transfer Date but excluding any Reallocated Class B
Principal Collections that have resulted in a reduction
of the Class C Investor Interest) will be reduced by the
amount by which the Class C Investor Interest would have
been reduced below zero, but not by more than the Class
A Investor Default Amount for such Transfer Date;
(iii) In the event that such reduction would cause the Class B
Investor Interest to be a negative number, the Class A
Investor Interest will be reduced by the amount by which
the Class B Investor Interest would have been reduced
below zero, but not by more than the Class A Investor
Default Amount for such Transfer Date (a "CLASS A
INVESTOR CHARGE-OFF").
(iv) If the Class A Investor Interest has been reduced by the
amount of any Class A Investor Charge-Offs, it will be
reimbursed on any Transfer Date (but not by an amount in
excess of the aggregate Class A Investor Charge-Offs) by
the amount of Additional Consideration identified as
"LOSS MAKE-UP (CHARGE-OFFS)" paid to the Receivables
Trustee by the Investor Beneficiary as mentioned in
Clause 5.15(b).
(b) On each Determination Date, the Receivables Trustee acting on
the advice of the Trust Cash Manager shall calculate the Class
B Investor Default Amount which shall be applied as follows:
(i) If on any Transfer Date, the Class B Investor Default
Amount for the prior Monthly Period exceeds the amount
applied with respect thereto pursuant to Clause
5.15(c)(ii), the Class C Investor Interest (after giving
effect to reductions for the amount of any Class A
Investor Default Amounts that will result in a write-off
of the Class C Investor Interest on such Transfer Date,
any Class C Investor Charge-Offs, any Reallocated Class
C Principal Collections and any Reallocated Class B
Principal Collections) will be reduced by the amount of
such excess.
(ii) In the event that such reduction would cause the Class C
Investor Interest to be a negative number, the Class C
Investor Interest will be reduced to zero, and the Class
B Investor Interest will be reduced by the amount by
which the Class C Investor Interest would have been
reduced below zero, but not by more than the Class B
Investor Default Amount for such Transfer Date (a "CLASS
B INVESTOR CHARGE-OFF"). The Class B Investor Interest
will also be reduced by the amount of Reallocated Class
B Principal Collections that do not result in a
reduction in the Class C Investor Interest pursuant to
Clause 5.17 and the amount of any portion of the Class B
Investor Interest written-off to avoid a reduction in
the Class A Investor Interest pursuant to Clause
5.13(a)(ii) above.
- 67 -
(iii) If the Class B Investor Interest has been reduced by the
amount described in Clause 5.13(b)(ii) it will
thereafter be reinstated on any Transfer Date by the
amount of Additional Consideration identified as "LOSS
MAKE-UP (CHARGE-OFFS)" paid to the Receivable Trustee by
the Investor Beneficiary as mentioned in Clause 5.15(d).
(c) On each Determination Date, the Receivables Trustee acting on
the advice of the Trust Cash Manager shall calculate the Class
C Investor Default Amount which shall be applied as follows:
(i) If on any Transfer Date, the Class C Investor Default
Amount for the prior Monthly Period exceeds the amount
applied with respect thereto pursuant to Clause 5.15(f),
the Class C Investor Interest will be reduced by the
amount of such excess, but not by more than the Class C
Investor Default Amount for such Transfer Date (a "CLASS
C INVESTOR CHARGE-OFF"). The Class C Investor Interest
will also be reduced by the amount of Reallocated Class
C Principal Collections pursuant to Clause 5.16 and
Reallocated Class B Principal Collections pursuant to
Clause 5.17 and the amount of any portion of the Class C
Investor Interest written-off to avoid a reduction in
the Class A Investor Interest or Class B Investor
Interest pursuant to Clauses 5.13(a)(i) and 5.13(b)
above.
(ii) If the Class C Investor Interest has been reduced by the
amount described in Clause 5.13(c)(i) it will thereafter
be reinstated on any Transfer Date by the amount of
Additional Consideration identified, as "LOSS MAKE-UP
(CHARGE- OFFS)" paid to the Receivables Trustee by the
Investor Beneficiary as mentioned in 5.15(g).
5.14 INVESTOR INDEMNITY AMOUNT
(a) On each Determination Date, the Receivables Trustee, acting on
the advice of the Trust Cash Manager, shall calculate the
Aggregate Investor Indemnity Amount allocable to Series 2005-A.
Such amount shall be payable solely to the extent amounts are
available from Available Spread for distribution in respect
thereof pursuant to Clause 5.15(k). The payment shall be
distributed to the Series 2005-A Loan Note Issuer Distribution
Account for payment to the Receivables Trustee as Additional
Consideration in accordance with Clause 3(c) (identified as
"INVESTOR INDEMNITY AMOUNT") PROVIDED, HOWEVER, that if there
are insufficient amounts available to pay such amount in full
the excess will be carried forward and payable on the next and
subsequent Transfer Dates solely to the extent amounts are
available from Available Spread for distribution in respect
thereof pursuant to Clause 5.15(k).
(b) Where any amount is paid by the Receivables Trustee to the
Transferor pursuant to Clause 5.15(k), the said payment shall
be treated as discharging pro tanto both:
- 68 -
(i) any obligation of the Receivables Trustee to make a
payment to the Transferor under the Trust Section 75
Indemnity; and
(ii) any corresponding obligation of Series 2005-A to make a
corresponding payment to the Receivables Trustee in
respect of the Aggregate Investor Indemnity Amount.
5.15 AVAILABLE SPREAD
On each Determination Date, the Receivables Trustee acting on the
advice of the Trust Cash Manager will apply Available Spread standing
to the credit of the Series 2005-A Finance Charge Collections Ledger
with respect to the related Monthly Period, in the following priority:
(a) an amount equal to the Class A Required Amount, if any, with
respect to such Transfer Date will be used to fund the Class A
Required Amount and be applied in accordance with, and in the
priority set out in, Clause 5.10(a);
(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed will be
credited to the Series 2005-A Loan Note Issuer Distribution
Account for payment to the Receivables Trustee as Additional
Consideration in accordance with Clause 3(c) and utilised to
reimburse the Class A Investor Interest (identified as "LOSS
MAKE-UP (CHARGE-OFFS)");
(c) in priority, (i) first an amount equal to the Class B Required
Amount (excluding the Class B Investor Default Amount), if any,
with respect to such Transfer Date will be used to fund the
Class B Required Amount (excluding the Class B Investor Default
Amount) and will be applied first in accordance with, and in
the priority set out in, Clause 5.10(b); and (ii) secondly, any
amount available to pay the Class B Investor Default Amount
shall be credited to the Series 2005-A Loan Note Issuer
Distribution Account for payment to the Receivables Trustee as
Additional Consideration in accordance with Clause 3(c)
(identified as "LOSS MAKE-UP (DEFAULT)");
(d) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the Class B Initial
Investor Interest for reasons other than the payment of
principal amounts to Class B (but not in excess of the
aggregate amount of such reductions which have not been
previously reimbursed) will be credited to the Series 2005-A
Loan Note Issuer Distribution Account for payment to the
Receivables Trustee as Additional Consideration in accordance
with Clause 3(c) (identified as "LOSS MAKE-UP (CHARGE-OFFS)" or
"REFUNDED UTILISED PRINCIPAL COLLECTIONS", as appropriate) and
utilised to reinstate the Class B Investor Interest;
(e) an amount equal to the sum of the Class C Monthly Finance
Amount, the Class C Deficiency Amount and the Class C
Additional Finance Amount (as at such Transfer Date) (together
with the items in paragraph (j) and sub-paragraph (l)(ii)
- 69 -
below, the "CLASS C MONTHLY DISTRIBUTION AMOUNT") will be
deposited directly to the Series 2005-A Loan Note Issuer
Distribution Account identified, and in the relevant ledger(s)
for, Class C;
(f) an amount equal to the Class C Investor Default Amount shall be
credited to the Series 2005-A Loan Note Issuer Distribution
Account for payment to the Receivables Trustee as Additional
Consideration in accordance with Clause 3(c) (identified as
"LOSS MAKE-UP (DEFAULT)");
(g) an amount equal to the aggregate amount by which the Class C
Investor Interest has been reduced below the Class C Initial
Investor Interest for reasons other than the payment of
principal amounts to Class C (but not in excess of the
aggregate amount of such reductions which have not been
previously reimbursed) will be credited to the Series 2005-A
Loan Note Issuer Distribution Account for payment to the
Receivables Trustee as Additional Consideration in accordance
with Clause 3(c) (identified as "LOSS MAKE-UP (CHARGE-OFFS)" or
"REFUNDED UTILISED PRINCIPAL COLLECTIONS", as appropriate) and
utilised to reinstate the Class C Investor Interest;
(h) on each Transfer Date from and after the Reserve Account
Funding Date, but prior to the date on which the Series 2005-A
Reserve Account Ledger terminates as described in Clause
5.22(f), an amount up to the excess, if any, of the Required
Reserve Amount over the Available Reserve Account Amount shall
be deposited into the Reserve Account credited to the Series
2005-A Reserve Account Ledger;
(i) on any Transfer Date, prior to the Class C Release Date, on
which the Available Spread Account Amount is less than the
Required Spread Account Amount, an amount up to the excess, if
any, of the Required Spread Account Amount over the Available
Spread Account Amount will be calculated and deposited into the
Series 2005-A Spread Account Ledger crediting the relevant
sub-ledger;
(j) on each Transfer Date, the Monthly Expenses Loan Amount will be
deposited in the Series 2005-A Loan Note Issuer Distribution
Account and will be considered part of the Class C Monthly
Distribution Amount;
(k) an amount equal to the Aggregate Investor Indemnity Amount, if
any, for the prior Monthly Period (together with any amounts in
respect of previous Monthly Periods which are unpaid) will be
credited to the Series 2005-A Loan Note Issuer Distribution
Account for payment to the Receivables Trustee as Additional
Consideration in accordance with Clause 3(c) (identified as
"INVESTOR INDEMNITY AMOUNT");
(l) on each Transfer Date in no order of priority between them but
in proportion to the respective amounts due, an amount equal
to: (i) the Loan Note Issuer Return for Series 2005-A will be
deposited in the Series 2005-A Loan Note Issuer Distribution
Account (and transferred to the Series 2005-A Loan Note Issuer
Expenses Account), and (ii) an amount equal to the Issuer
Profit Amount will be deposited
- 70 -
directly into the Series 2005-A Loan Note Issuer Distribution
Account in respect of Series 2005-A and will be considered part
of the Class C Monthly Distribution Amount; and
(m) the balance, if any, after giving effect to the payments made
pursuant to paragraphs (a) through (l) (inclusive) above shall
be credited to the Series 2005-A Loan Note Issuer Distribution
Account for payment to the Receivables Trustee as Additional
Consideration in accordance with Clause 3(c) (identified as
"EXCESS SPREAD").
Provided that where the amounts of Finance Charge Collections which fall to be
distributed between the Beneficiaries in respect of any Transfer Date comprise
any amount (the "FEE AMOUNT") in respect of Annual Fees, Transaction Fees or
Special Fees and on such Transfer Date any amount (the "DEPOSIT AMOUNT") is
required to be deposited in the Reserve Account and credited to the Series
2005-A Reserve Account Ledger pursuant to Clause 5.15(h) or the Spread Account
pursuant to Clause 5.15(i), amounts representing the fee amount shall be
treated as being appropriated to the deposit amount after all other
applications of such Finance Charge Collections PROVIDED THAT this Clause
5.05(g) shall have no effect on the allocation of any amounts between the
Beneficiaries.
OPERATION OF THE RECEIVABLES TRUST
5.16 REALLOCATED CLASS C PRINCIPAL COLLECTIONS
(a) On each Determination Date, the Trust Cash Manager will advise the
Receivables Trustee as to the amounts of Principal Collections
notionally allocated pursuant to Clauses 5.05(a)(ii), 5.05(b)(ii),
5.05(c)(ii) and 5.05(d)(ii) to be retained for the forthcoming month
as Required Retained Principal Collections (the "REQUIRED RETAINED
PRINCIPAL COLLECTIONS AMOUNT") and what portion of those Required
Retained Principal Collections retained for the previous month to
utilise as Reallocated Class C Principal Collections with respect to
such Transfer Date. The amounts to be so utilised shall be calculated
as follows:
(i) an amount equal to the excess, if any, of (i) the Class A
Required Amount, if any, with respect to such Transfer Date
over (ii) the amount of Available Spread with respect to the
related Monthly Period shall be transferred from the undivided
Principal Collections Ledger and distributed to the Investor
Beneficiary by crediting to the Series 2005-A Finance Charge
Collections Ledger to be applied pursuant to Clauses 5.10(a)(i)
to (v) in that order of priority; and
(ii) an amount equal to the excess, if any, of (i) the Class B
Required Amount, if any, with respect to such Transfer Date
over (ii) the amount of Available Spread with respect to the
related Monthly Period (following any credit of Available
Spread) shall be transferred from the undivided Principal
Collections Ledger and distributed to the Investor Beneficiary
by crediting to the Series 2005-A Finance Charge Collections
Ledger to be applied pursuant to Clause 5.10(b)(i) to (iii) in
that order
- 71 -
of priority and then to be applied to reduce the Class B
Investor Default Amount pursuant to Clause 5.15(c)(ii).
(b) On each Transfer Date the Class C Investor Interest shall be reduced
by the amount of Reallocated Class C Principal Collections and
Reallocated Class B Principal Collections for such Transfer Date.
(c) In the event that the calculation of the amount of Reallocated Class C
Principal Collections and Reallocated Class B Principal Collections to
be utilised would cause the Class C Investor Interest (after giving
effect to any Class C Investor Charge-Offs for such Transfer Date) to
be a negative number on any Transfer Date, the amount of Required
Retained Principal Collections to be utilised on such Transfer Date
shall be an aggregate amount not to exceed the amount which would
cause the Class C Investor Interest (after giving effect to any Class
C Investor Charge-Offs for such Transfer Date) to be reduced to zero.
(d) Any Required Retained Principal Collections not utilised on a Transfer
Date will be dealt with in the same way as Principal Collections that
have just entered the Receivables Trust.
(e) Following any reductions pursuant to Clauses 5.16(b), 5.16(c), 5.17(b)
and 5.17(c), the Class C Investor Interest and/or the Class B Investor
Interest may be reinstated in an amount equal to payments of
additional consideration made by the Investor Beneficiary to the
Receivables Trustee as mentioned in clause 5.15 identified as
"REFUNDED UTILISED PRINCIPAL COLLECTIONS". Class B will be reinstated
before Class C.
5.17 REALLOCATED CLASS B PRINCIPAL COLLECTIONS
On each Determination Date, following application of Reallocated Class C
Principal Collections in accordance with Clause 5.16, the Trust Cash Manager
will advise the Receivables Trustee as to what amount of the remaining Required
Retained Principal Collections should be utilised as Reallocated Class B
Principal Collections with respect to such Transfer Date. The amount to be so
utilised shall be calculated as follows:
(a) An amount equal to the excess, if any, of (i) the Class A Required
Amount, if any, with respect to such Transfer Date over (ii) the
amount of Available Spread and Reallocated Class C Principal
Collections with respect to the related Monthly Period shall be
transferred from the undivided Principal Collections Ledger and
distributed to the Investor Beneficiary by crediting to the Series
2005-A Finance Charge Collections Ledger to be applied pursuant to
Clauses 5.10(a)(i) to (v) in that order of priority.
(b) On each Transfer Date the Class B Investor Interest shall be reduced
by an amount equal to the excess of the amount of Reallocated Class B
Principal Collections for such Transfer Date over the Class C Investor
Interest (after giving effect to any Class C Investor Charge-Offs for
such Transfer Date).
(c) In the event that the calculation of the amount of Reallocated Class B
Principal Collections to be re-applied would cause the Class B
Investor Interest (after giving effect to any Class B
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Investor Charge-Offs and the reduction in the Class C Investor
Interest in respect of Reallocated Class B Principal Collections for
such Transfer Date) to be a negative number on any Transfer Date, the
amount of Required Retained Principal Collections to be utilised on
such Transfer Date shall be an aggregate amount not to exceed the
amount which would cause the Class B Investor Interest (after giving
effect to any Class B Investor Charge-Offs for such Transfer Date) to
be reduced to zero.
(d) Any Required Retained Principal Collections not utilised on a Transfer
Date will be dealt with in the same way as Principal Collections that
have just entered the Receivables Trust.
(e) Following any reductions pursuant to Clauses 5.16(b), 5.16(c), 5.17(b)
and 5.17(c) the Class C Investor Interest and/or the Class B Investor
Interest may be reinstated in an amount equal to payments of
additional consideration made by the Investor Beneficiary to the
Receivables Trustee as mentioned in clause 5.15 identified as
"REFUNDED UTILISED PRINCIPAL COLLECTIONS". Class B will be reinstated
before Class C.
CALCULATIONS AND INFORMATION
5.18 SHARED PRINCIPAL COLLECTIONS
(a) Any amounts credited to the Series 2005-A Principal Collections Ledger
in respect of Shared Principal Collections will be utilised in the
same way as any other amounts credited to the Series 2005-A Principal
Collections Ledger that month.
(b) The amount of Shared Principal Collections distributed to the Series
2005-A Investor Beneficiary on any day shall be an amount not to
exceed the Series Principal Shortfall, if any, with respect to Series
2005-A for such day PROVIDED, HOWEVER, that if the aggregate amount of
Shared Principal Collections for all Applicable Series for such day is
less than the Cumulative Series Principal Shortfall for such day, then
Shared Principal Collections distributed to Series 2005-A by crediting
to the Series 2005-A Principal Collections Ledger on such Transfer
Date shall equal the product of (i) Shared Principal Collections for
all Applicable Series for such day and (ii) a fraction, the numerator
of which is the Series Principal Shortfall with respect to Series
2005-A for such day and the denominator of which is the aggregate
amount of the Cumulative Series Principal Shortfall for all Applicable
Series for such day.
(c) Five Business Days prior to each Transfer Date, the Trust Cash Manager
shall notify the Receivables Trustee in writing substantially in the
form of Exhibit C of the amounts to debit from the undivided Principal
Collections Ledger pursuant to Clauses 5.11(a) and the Receivables
Trustee, acting in accordance with such advice, shall debit on such
Transfer Date, to the extent of available funds, the amounts required
to be debited.
(d) On each day an amount calculated pursuant to Clauses 5.05 (a)(iii),
5.05 (b)(iii)(b) and 5.05 (c)(iii)(b) standing to the credit of the
undivided Principal Collections Ledger will be treated as Shared
Principal Collections and may be distributed to Applicable Series in
Group One
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other than this Series 2005-A which are in periods other than their
Revolving Period by credit to their Series Principal Collections
Ledger.
5.19 SPREAD ACCOUNT
(a) (i) The Receivables Trustee shall ensure the establishment
and maintenance with a Qualified Institution, in the
name of the Receivables Trustee, held on Absolute Bare
Trust for the benefit of the Investor Beneficiary, of an
Eligible Deposit Account with such Qualified Institution
(the "SPREAD ACCOUNT"), bearing a designation clearly
indicating that the funds deposited therein are held on
Absolute Bare Trust for the benefit of the Loan Note
Issuer.
(ii) The Receivables Trustee, as trustee of the segregated
bare trust for the sole benefit of the Loan Note Issuer,
shall possess all legal right, title and interest in all
funds on deposit from time to time in the Spread Account
and in all proceeds thereof. The Spread Account shall be
a Trust Account for the purposes of the Receivables
Trust Deed and Trust Cash Management Agreement and all
amounts deposited therein shall be regarded as being
segregated for the benefit of a particular series as
identified on the respective series ledgers in the
Spread Account. The Ledger in respect of Series 2005-A
shall be identified as the "SERIES 2005-A SPREAD ACCOUNT
LEDGER". Amounts credited to the Series 2005-A Spread
Account Ledger will be (A) calculated as referable to
Class C to the extent of amounts deposited in the Spread
Account pursuant to Clause 5.19(a)(iv)(A) and investment
earnings credited pursuant to Clause 5.19(b)(iv)(A) less
the aggregate of that portion of all Total Withdrawal
Amounts withdrawn from time to time pursuant to Clause
5.19(a)(iv)(B)(1) which utilised amounts are calculated
as referable to Class C; and (B) calculated as allocable
to the Loan Note Issuer in respect of Series 2005-A to
the extent of investment earnings on amounts deposited
in the Spread Account as calculated pursuant to Clause
5.19(b)(iv)(B).
(iii) If at any time the institution holding the Spread
Account ceases to be a Qualified Institution the Trust
Cash Manager shall notify the Receivables Trustee, and
the Receivables Trustee upon being notified shall,
within 10 Business Days, establish (or direct the Trust
Cash Manager to establish) a new Spread Account meeting
the conditions specified above with a Qualified
Institution, and shall transfer any cash or any
investments to such new Spread Account.
(iv) The Receivables Trustee, acting on the advice of the
Trust Cash Manager, shall:
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(A) on each Transfer Date make the deposit, if any,
pursuant to 5.15(i); and
(B) make withdrawals from the Series 2005-A Spread
Account Ledger from time to time:
(1) in priority (aa) on each Transfer Date in the
amount up to the Available Spread Account
Amount at such time for the purposes set out
in Clause 5.15(e), and (bb) on each Transfer
Date from and after the Class C Release Date,
an amount up to the Available Spread Account
Amount equal to the excess, if any, of the
Class C Investor Default Amount over the
amount of Available Spread applied to meet the
Class C Investor Default Amount pursuant to
Clause 5.15(f)
(the aggregate of (aa) and (bb) constituting
the "TOTAL WITHDRAWAL AMOUNT"); and
(2) as required by paragraphs (b), (c) and (d) of
this Clause 5.19.
(v) In the event that, for any Transfer Date, the Total
Withdrawal Amount is greater than zero, the Trust Cash
Manager shall
(A) advise the Receivables Trustee in writing, in
substantially the form of Exhibit C to the Schedule
to the Series 2005-A Supplement, of such Total
Withdrawal Amount on or before 11:30 a.m., on the
fifth Business Day prior to the relevant Transfer
Date; and
(B) deposit the amounts to be withdrawn from the Series
2005-A Spread Account Ledger as calculated in
Clause 5.19(a)(iv)(B)(1)(aa) in the Series 2005-A
Finance Charge Collections Ledger (in the Series
Collection Account); and
(C) deposit the amounts to be withdrawn from the Series
2005-A Spread Account Ledger of the Spread Account
as calculated in Clause 5.19(a)(iv)(B)(1)(bb) in
the Series 2005-A Loan Note Issuer Distribution
Account;
(vi) The Receivables Trustee at all times shall maintain (or
procure the maintenance of) accurate records reflecting
each transaction in the Spread Account and in any
sub-account or ledger established therein.
(b) (i) Funds on deposit in the Spread Account and credited to
the Series 2005-A Spread Account Ledger shall be
invested by the Receivables Trustee in Permitted
Investments PROVIDED, HOWEVER, that reference in the
definition of Permitted Investments to a rating in the
"highest ranking category" shall
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be modified to require a rating from any one of the
following rating agencies of at least A-2 by Standard &
Poor's, P-2 by Xxxxx'x or (if such investment is rated
by Fitch), F-2 by Fitch.
(ii) Funds on deposit in the Spread Account and credited to
the Series 2005-A Spread Account Ledger on any Transfer
Date, after giving effect to any withdrawals from the
Series 2005-A Spread Account Ledger on such Transfer
Date, shall be invested in such investments that will
mature so that such funds will be available for
withdrawal on or prior to the following Transfer Date.
(iii) The Receivables Trustee shall ensure a Qualified
Institution maintains, on its behalf, possession of the
negotiable instruments or securities, if any, evidencing
such Permitted Investments made pursuant to Clause
5.19(b)(i). No Permitted Investment made pursuant to
Clause 5.19(b)(i) shall be disposed of prior to its
maturity.
(iv) On each Transfer Date, all interest and investment
earnings (net of losses and investment expenses) earned
during the period immediately preceding such Transfer
Date on funds credited to the Series 2005-A Spread
Account Ledger on deposit in the Spread Account shall:
(A) be retained on the Series 2005-A Spread Account
Ledger to the extent that the Available Spread
Account Amount is less than the Required Spread
Account Amount taking into account any amounts to
be credited on that Transfer Date pursuant to
Clause 5.19(a)(iv)(A); and
(B) to the extent of any amount remaining after the
application in (A) above, be withdrawn from the
Series 2005-A Spread Account Ledger and credited to
the Series 2005-A Loan Note Issuer Distribution
Account for payment to the Receivables Trustee as
Additional Consideration for the grant of the Loan
Note Issuer's interest in the Receivables Trust
(and identified as INVESTMENT PROCEEDS).
(v) Subject to the restrictions set out above, the Trust
Cash Manager, or a Person designated in writing by the
Trust Cash Manager of which the Receivables Trustee
shall have received notification, shall have the
authority to advise the Receivables Trustee with respect
to the investment of funds on deposit in the Spread
Account credited to the Series 2005-A Spread Account
Ledger. For purposes of determining the availability of
funds or the balances in the Spread Account credited to
the Series 2005-A Spread Account Ledger for any reason
under the Receivables Trust Deed and Trust Cash
Management Agreement as supplemented by the
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Supplement, all interest and investment earnings on such
funds shall be deemed not to be available or on deposit
except to the extent specified in Clause 5.19(b)(iv)(A).
(c) In the event that the Spread Account Surplus on any Transfer
Date, after giving effect to any deposits to and any withdrawal
from the Spread Account from funds credited to the Series
2005-A Spread Account Ledger on such Transfer Date, is greater
than zero, the Receivables Trustee, acting in on the advice of
the Trust Cash Manager, shall withdraw from the Series 2005-A
Spread Account Ledger for distribution to the Loan Note Issuer
(calculated as referable to Class C), an amount equal to the
Spread Account Surplus whereupon such amount shall be deposited
in the Series 2005-A Loan Note Issuer Distribution Account and
credited to the relevant ledger identified for Class C.
(d) Upon the earlier to occur of (i) the termination of the
Receivables Trust pursuant to Clause 8 of the Receivables Trust
Deed and Trust Cash Management Agreement and (ii) the Series
2005-A Termination Date, on such date (to the extent of the
calculations in Clause 5.19(b)(iv)(B) and after taking into
account all other deposits and withdrawals in respect of the
Spread Account of funds credited to the Series 2005-A Spread
Account Ledger on such date) from the Spread Account all
amounts on deposit in the Series 2005-A Spread Account Ledger
shall be credited to the Series 2005-A Loan Note Issuer
Distribution Account for payment to the Receivables Trustee as
Additional Consideration in accordance with Clause 3(c)
(identified as "SPREAD ACCOUNT SURPLUS").
To the extent required, the Receivables Trustee shall be authorised to make
these transfers on the Loan Note Issuer's behalf.
5.20 PRINCIPAL FUNDING ACCOUNT
(a) (i) The Receivables Trustee shall establish and will
maintain with a Qualified Institution, in the name of
the Receivables Trustee, held on Absolute Bare Trust for
the benefit of the Investor Beneficiary a Trust Account
with such Qualified Institution (the "PRINCIPAL FUNDING
ACCOUNT"), bearing a designation clearly indicating that
the funds deposited therein are held on Absolute Bare
Trust for the benefit of the Loan Note Issuer.
(ii) The Receivables Trustee, as trustee of the segregated
bare trust for the sole benefit of the Loan Note Issuer,
shall possess all legal right, title and interest in all
funds on deposit from time to time in the Principal
Funding Account and in all proceeds thereof. The
Principal Funding Account shall be a Trust Account for
the purposes of the Receivables Trust Deed and Trust
Cash Management Agreement and amounts deposited to the
credit of the Series 2005-A Principal Funding Ledger
therein shall be regarded as
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being segregated for the sole benefit of the Loan Note
Issuer in respect of Series 2005-A as follows:
(A) all amounts deposited therein pursuant to Clause
5.11(a)(i) shall be calculated as referable to
Class A and regarded as being segregated for the
benefit of the Loan Note Issuer in respect of
Series 2005-A;
(B) all amounts deposited therein pursuant to Clause
5.11(a)(iii) shall be calculated as referable to
Class B and regarded as being segregated for the
benefit of the Loan Note issuer in respect of
Series 2005-A;
(C) all amounts deposited therein pursuant to Clause
5.11(a)(v) shall be calculated as referable to
Class C and regarded as being segregated for the
benefit of the Loan Note Issuer in respect of
Series 2005-A; and
(D) all amounts deposited therein which represent
Excess Principal Funding Investment Proceeds on any
Transfer Date shall be allocated to the Loan Note
Issuer in respect of Series 2005-A and credited to
the Series 2005-A Loan Note Issuer Distribution
Account for payment to the Receivables Trustee as
Additional Consideration for the grant of the Loan
Note Issuer's interest in the Receivables Trust in
accordance with Clause 3(c) (identified as
"INVESTMENT PROCEEDS").
(iii) If at any time the institution holding the Principal
Funding Account ceases to be a Qualified Institution the
Trust Cash Manager shall notify the Receivables Trustee,
and the Receivables Trustee upon being notified shall,
within 10 Business Days, establish (or direct the Trust
Cash Manager to establish) a new Principal Funding
Account meeting the conditions specified above with a
Qualified Institution, and shall transfer any cash or
any investments to such new Principal Funding Account.
(iv) The Receivables Trustee, acting on the advice of the
Trust Cash Manager, shall (i) make withdrawals from the
Series 2005-A Principal Funding Ledger from time to
time, in the amounts and for the purposes set out in
this Supplement, and (ii) on each Transfer Date (from
and after the commencement of the Controlled
Accumulation Period) prior to termination of the Series
2005-A Principal Funding Ledger make deposits into the
Principal Funding Account for credit to the Series
2005-A Principal Funding Ledger in the amount specified
in, and otherwise in accordance with, Clause 5.11(a)(i),
Clause 5.11(a)(iii) and Clause 5.11(a)(v).
(v) The Receivables Trustee at all times shall maintain (or
procure the maintenance of) accurate records reflecting
each transaction in the Principal Funding Account and in
any sub-account or ledger established
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therein and amounts calculated as referable to and
identified for Class A, Class B and Class C,
respectively.
(b) (i) Funds on deposit in the Principal Funding Account and
credited to the Series 2005-A Ledger shall be invested
at the direction of the Trust Cash Manager by the
Receivables Trustee in Permitted Investments. Funds on
deposit in the Principal Funding Account, credited to
the Series 2005-A Ledger on any Transfer Date, after
giving effect to any withdrawals from the Principal
Funding Account on such Transfer Date, shall be invested
in such investments that will mature so that such funds
will be available for withdrawal on or prior to the
following Transfer Date.
(ii) The Receivables Trustee shall ensure a Qualified
Institution maintains, on its behalf, possession of the
negotiable instruments or securities, if any, evidencing
such Permitted Investments. No Permitted Investment
shall be disposed of prior to its maturity.
(iii) On each Transfer Date occurring in the month following
the commencement of the Controlled Accumulation Period
and on each Transfer Date thereafter with respect to the
Controlled Accumulation Period, the Receivables Trustee,
acting on the advice of the Trust Cash Manager given on
or before the fifth Business Day prior to such Transfer
Date, shall transfer from the Series 2005-A Principal
Funding Ledger to the Series Collection Account to the
credit of the Series 2005-A Finance Charge Collections
Ledger, the Principal Funding Investment Proceeds on
deposit in the Principal Funding Ledger calculated as
referable to Class A, but not in excess of the Class A
Covered Amount, for application as Class A Available
Funds applied pursuant to Clause 5.10(a);
(iv) An amount equal to any Principal Funding Investment
Shortfall will be deposited in the Series 2005-A Finance
Charge Collections Ledger and included in Class A
Available Funds on each Transfer Date from the Series
2005-A Reserve Account Ledger in the Reserve Account to
the extent funds are available pursuant to Clause
5.22(c).
(v) Any Excess Principal Funding Investment Proceeds shall
be transferred to in the Series 2005-A Loan Note Issuer
Distribution Account for payment to the Receivables
Trustee as Additional Consideration in accordance with
Clause 3(c) on each Transfer Date (identified as
"INVESTMENT PROCEEDS").
(vi) Principal Funding Investment Proceeds (including
reinvested interest) shall not be considered part of the
amounts on deposit in the Principal Funding Account (or
any ledger therein) for purposes of the calculations
made pursuant to this Supplement.
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5.21 FINANCE FUNDING ACCOUNT
(a) (i) The Receivables Trustee shall establish and will
maintain with a Qualified Institution, in the name of
the Receivables Trustee, held on Absolute Bare Trust for
the benefit of the Investor Beneficiary, a Trust Account
with such Qualified Institution (the "FINANCE FUNDING
ACCOUNT"), bearing a designation clearly indicating that
the funds deposited therein are held on Absolute Bare
Trust for the benefit of the Loan Note Issuer. FOR THE
AVOIDANCE OF DOUBT, THE FINANCE FUNDING ACCOUNT AND ITS
LEDGERS SHALL NOT BE UTILISED IN THE CASE OF SERIES
2005-A.
(ii) The Receivables Trustee, as trustee of the segregated
bare trust for the sole benefit of the Loan Note Issuer
shall possess all legal right, title and interest in all
funds on deposit from time to time in the Finance
Funding Account and in all proceeds thereof. The Finance
Funding Account shall be a Trust Account for the
purposes of the Receivables Trust Deed and Trust Cash
Management Agreement and all amounts deposited to the
credit of a particular Series' Finance Funding Ledger
therein shall be regarded as being segregated for the
benefit of the Loan Note Issuer in respect of that
Series.
(iii) If at any time the institution holding the Finance
Funding Account ceases to be a Qualified Institution the
Trust Cash Manager shall notify the Receivables Trustee,
and the Receivables Trustee upon being notified shall,
within 10 Business Days, establish (or direct the Trust
Cash Manager to establish) a new Finance Funding Account
meeting the conditions specified above with a Qualified
Institution, and shall transfer any cash or any
investments to such new Finance Funding Account.
(iv) The Receivables Trustee at all times shall maintain (or
procure the maintenance of) accurate records reflecting
each transaction in the Finance Funding Account and in
any sub-account or ledger established for therein and
amounts calculated as referable to and identified for
Class A, Class B and Class C of a Series respectively.
(b) (i) Funds on deposit in the Finance Funding Account shall be
invested on the advice of the Trust Cash Manager by the
Receivables Trustee in Permitted Investments. Funds on
deposit in the Finance Funding Account on any Transfer
Date shall be invested in such investments that will
mature so that such funds will be available for
withdrawal on or before the next Payment Date.
(ii) The Receivables Trustee shall ensure a Qualified
Institution maintains possession, on its behalf, of the
negotiable instruments or securities, if any,
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evidencing such Permitted Investments. No Permitted
Investment shall be disposed of prior to its maturity.
(iii) For the purpose of determining the availability of funds
or the balance in the Finance Funding Account (included
reinvested interest) for any reason under this
Supplement, except as otherwise provided herein,
investment earnings on such funds shall be deemed not to
be available or on deposit.
To the extent required, the Receivables Trustee shall be authorised to make
these transfers on the Loan Note Issuer's behalf.
5.22 RESERVE ACCOUNT
(a) (i) The Receivables Trustee shall establish and will
maintain with a Qualified Institution, in the name of
the Receivables Trustee, held on Absolute Bare Trust for
the benefit of the Investor Beneficiary a Trust Account
with such Qualified Institution (the "RESERVE ACCOUNT"),
bearing a designation clearly indicating that the funds
deposited therein are held on Absolute Bare Trust for
the benefit of the Loan Note Issuer.
(ii) The Receivables Trustee, as trustee of the segregated
bare trust for the sole benefit of the Loan Note Issuer,
shall possess all legal right, title and interest in all
funds on deposit from time to time in the Reserve
Account and in all proceeds thereof. The Reserve Account
shall be a Trust Account for the purposes of the
Receivables Trust Deed and Trust Cash Management
Agreement. The Receivables Trustee shall procure the
establishment of a segregated ledger for the benefit of
Series 2005-A, which shall be identified as the "SERIES
2005-A RESERVE ACCOUNT LEDGER". All amounts deposited to
the credit of the Series 2005-A Reserve Account Ledger
therein and all investment earnings thereon shall be
regarded as being segregated for the benefit of the Loan
Note Issuer in respect of Series 2005-A and identified,
and in the relevant ledger for, Class A.
(iii) If at any time the institution holding the Reserve
Account ceases to be a Qualified Institution the Trust
Cash Manager shall notify the Receivables Trustee, and
the Receivables Trustee upon being notified shall,
within 10 Business Days, establish (or direct the Trust
Cash Manager to establish) a new Reserve Account meeting
the conditions specified above with a Qualified
Institution, and shall transfer any cash or any
investments to such new Reserve Account.
(iv) The Receivables Trustee, acting on the advice of the
Trust Cash Manager, shall (i) make withdrawals from the
Series 2005-A Reserve Account Ledger from time to time
in an amount up to the Available Reserve Account Amount
at such time, for the purposes set out in this
Supplement, and (ii) on each Transfer Date (from and
after the Reserve Account
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Funding Date) prior to termination of the Series 2005-A
Reserve Account Ledger make a credit to the Series
2005-A Reserve Account Ledger in the amount specified
in, and otherwise in accordance with, Clause 5.15(i).
(v) The Receivables Trustee at all times shall maintain (or
procure the maintenance of) accurate records reflecting
each transaction in the Reserve Account and in any
sub-account or ledger established therein.
(b) (i) Funds on deposit in the Reserve Account for Series
2005-A shall be invested by the Receivables Trustee
acting on the advice of the Trust Cash Manager in
Permitted Investments. Funds on deposit in the Reserve
Account for Series 2005-A on any Transfer Date, after
giving effect to any withdrawals from the Reserve
Account on such Transfer Date, shall be invested in such
investments that will mature so that such funds will be
available for withdrawal on or prior to the following
Transfer Date.
(ii) The Receivables Trustee shall ensure a Qualified
Institution maintains possession, on its behalf, of the
negotiable instruments or securities, if any, evidencing
such Permitted Investments. No Permitted Investment
shall be disposed of prior to its maturity.
(iii) On each Transfer Date, interest and earnings (net of
losses and investment expenses) accrued since the
preceding Transfer Date on funds on deposit in the
Series 2005-A Reserve Account Ledger shall be retained
in the Reserve Account, to the credit of Series 2005-A
(to the extent that the Available Reserve Account Amount
is less than the Required Reserve Amount) and the
balance, if any, shall be deposited in the Series
Collection Account and credited to the Series 2005-A
Finance Charge Collections Ledger for application as
Class A Available Funds on such Transfer Date.
(iv) For the purpose of determining the availability of funds
or the balance in the Reserve Account for any reason
under this Supplement, except as otherwise provided in
the preceding sentence, investment earnings on such
funds shall be deemed not to be available or on deposit.
(c) On each Determination Date with respect to the Controlled
Accumulation Period prior to the payment in full of the
Investor Interest and on the first Transfer Date for the
Regulated Amortisation Period or the Rapid Amortisation Period,
the Receivables Trustee shall calculate the "RESERVE DRAW
AMOUNT" which shall be equal to the Principal Funding
Investment Shortfall with respect to each Transfer Date with
respect to the Controlled Accumulation Period or the first
Transfer Date for the earlier of the Regulated Amortisation
Period and the Rapid Amortisation Period PROVIDED, HOWEVER,
that such amount will be reduced to the extent that funds
otherwise would be available for deposit in the Series 2005-A
Reserve Account Ledger under Clause 5.15(i) with respect to
such Transfer Date.
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(d) In the event that for any Transfer Date the Reserve Draw Amount
is greater than zero, the Reserve Draw Amount, up to the
Available Reserve Account Amount, shall be withdrawn from the
Series 2005-A Reserve Account Ledger on such Transfer Date by
the Receivables Trustee, acting in accordance with the advice
of the Trust Cash Manager, deposited in the Series Collection
Account and credited to the Series 2005-A Finance Charge
Collections Ledger and included in Class A Available Funds for
such Transfer Date.
(e) In the event that the Reserve Account Surplus on any Transfer
Date, after giving effect to all deposits to and withdrawals
from the Series 2005-A Reserve Account Ledger with respect to
such Transfer Date, is greater than zero, the Receivables
Trustee acting on the advice of the Trust Cash Manager shall
transfer from the Series 2005-A Reserve Account Ledger, to the
Series 2005-A Loan Note Issuer Distribution Account an amount
equal to such Reserve Account Surplus. The Loan Note Issuer
will then pay an amount equal to this amount to the Receivables
Trustee by way of Additional Consideration for the grant of the
Loan Note Issuer's interest in the Receivables Trust
(identified as "RESERVE ACCOUNT SURPLUS").
(f) Upon the earlier to occur of:
(i) the termination of the Receivables Trust pursuant to
Clause 6.3 or Clause 8;
(ii) the first Transfer Date for the Regulated Amortisation
Period or the Rapid Amortisation Period; and
(iii) the Transfer Date immediately preceding the Series
2005-A Scheduled Redemption Date,
the Receivables Trustee, acting on the advice of the Trust Cash
Manager, after the prior payment of all amounts due to Class A,
that are payable from the Series 2005-A Reserve Account Ledger
as provided herein, shall withdraw from the Series 2005-A
Reserve Account Ledger and transfer all amounts, if any, on
deposit in the Series 2005-A Reserve Account Ledger to the
Series 2005-A Loan Note Issuer Distribution Account. The Loan
Note Issuer will be obliged to pay an amount equal to this
amount to the Receivables Trustee by way of Additional
Consideration for the grant of the Loan Note Issuer's interest
in the Receivables Trust (identified as "RESERVE ACCOUNT
SURPLUS"). After this distribution from the Series 2005-A
Reserve Account Ledger has been made and the Series 2005-A
Reserve Account Ledger shall be deemed to have terminated for
the purposes of the Supplement.
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PART 6
MONTHLY STATEMENT TO SERIES 2005-A
MONTHLY STATEMENT TO SERIES 2005-A
On the fifth Business Day prior to each Transfer Date, the Receivables Trustee
shall forward to the Loan Note Issuer in respect of Series 2005-A and each
Rating Agency a statement substantially in the form of Schedule 1 to the
Beneficiaries Servicing Agreement prepared by the Servicer, delivered to the
Receivables Trustee and setting forth, among other things, the following
information:
(i) the total amount to be distributed on such Transfer Date/Distribution
Date;
(ii) the amount of such distribution referable to Class A Monthly Principal
Amount, Class B Monthly Principal Amount and Class C Monthly Principal
Amount, respectively;
(iii) the amount of such distribution referable to Class A Trustee Payment
Amount, Loan Note Issuer Costs Amount, Class A Monthly Finance Amount,
Class A Deficiency Amounts, Class A Additional Finance Amount, Class B
Trustee Payment Amount, Class B Monthly Finance Amount, Class B
Deficiency Amounts, Class B Additional Finance Amount, Class C Trustee
Payment Amount, Class C Monthly Finance Amount, Class C Deficiency
Amounts and Class C Additional Finance Amount respectively;
(iv) the amount of Principal Collections processed during the related
Monthly Period and allocated in respect of Class A, Class B and Class
C, respectively;
(v) the amount of Finance Charge Collections processed during the related
Monthly Period and allocated in respect of Class A, Class B and Class
C, respectively;
(vi) the amount of Acquired Interchange referable to Series 2005-A
deposited in the Trustee Collection Account in respect of the related
Monthly Period;
(vii) the aggregate amount of Principal Receivables, the Investor Interest,
the Adjusted Investor Interest, the Class A Investor Interest, the
Class A Adjusted Investor Interest, the Class B Investor Interest, the
Class B Adjusted Investor Interest, the Class C Investor Interest, the
Class C Adjusted Investor Interest, the Floating Investor Percentage,
the Class A Floating Percentage, the Class B Floating Percentage, the
Class C Floating Percentage and the Fixed Investor Percentage, Class A
Fixed Percentage, the Class B Fixed Percentage and the Class C Fixed
Percentage with respect to the Principal Receivables in the
Receivables Trust as of the end of the day on the Record Date;
(viii) the aggregate outstanding balance of Accounts which were 30 to 59, 60
to 89, 90 to 119, 120 to 149 and 150 or more days delinquent as of the
end of the day on the Record Date;
- 84 -
(ix) the Aggregate Investor Default Amount, the Class A Investor Default
Amount, the Class B Investor Default Amount and the Class C Investor
Default Amount for the related Monthly Period;
(x) the aggregate amount of Class A Investor Charge-Offs, Class B Investor
Charge-Offs and Class C Investor Charge-Offs for the related Monthly
Period;
(xi) the aggregate amount of Class A Investor Charge-Offs, Class B Investor
Charge-Offs and Class C Investor Charge-Offs reimbursed on the
Transfer Date immediately preceding such Distribution Date;
(xii) the amount of (1) the Class A Servicing Fee and Class A Cash
Management Fee; (2) the Class B Servicing Fee and Class B Cash
Management Fee; and (3) the Class C Servicing Fee and Class C Cash
Management Fee, in each case for the related Monthly Period;
(xiii) the Portfolio Yield for the preceding Monthly Period;
(xiv) the amount of Reallocated Class C Principal Collections and
Reallocated Class B Principal Collections with respect to such
Distribution Date;
(xv) the Available Spread Account Amount and the Required Spread Account
Amount as of the close of business on the Transfer Date immediately
preceding such Distribution Date;
(xvi) the Principal Funding Account Balance as of the close of business on
the Transfer Date immediately preceding such Distribution Date and as
such amount allocated to Class A, Class B and Class C;
(xvii) the Controlled Accumulation Shortfall;
(xviii) the Principal Funding Investment Proceeds transferred to the Finance
Charge Collections Ledger on the related Transfer Date;
(xix) the Principal Funding Investment Shortfall on the related Transfer
Date;
(xx) the amount of Class A Available Funds, Class B Available Funds and
Class C Available Funds credited to the Finance Charge Collections
Ledger on the related Transfer Date;
(xxi) such other items as are set out in Exhibit B to this Schedule;
(xxii) the total amount of Additional Consideration (identifying each item
specified in Clause 3(c) of the Supplement) the Investor Beneficiary
should pay to the Receivables Trustee; and
(xxiii) the total amount of Required Retained Principal Collections.
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PART 7
SERIES 2005-A PAY OUT EVENTS
SERIES 2005-A PAY OUT EVENTS
For the purposes of Clause 6.2 of the Receivables Trust Deed and Trust Cash
Management Agreement, if any one of the following events shall occur with
respect to Series 2005-A:
(a) failure on the part of either of the Transferors (i) to make any
payment or deposit required by the terms of the RSA, on or before the
date occurring five Business Days after the date such payment or
deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any covenants or agreements of the
relevant Transferor set out in the RSA or the Series 2005-A
Supplement, which failure has a Material Adverse Effect on the
interests of the Investor Beneficiary in respect of Series 2005-A and
which continues unremedied for a period of 60 days after the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Transferors by the Receivables
Trustee, or to the Transferors and the Receivables Trustee by the Loan
Note Issuer acting on instructions of the holder of the Related Debt
then in issue and outstanding in respect of Series 2005-A, and which
unremedied continues during such 60 day period to have a Material
Adverse Effect on the interests of the Investor Beneficiary (in
respect of Series 2005-A) for such period;
(b) any representation or warranty made by the Transferors in the RSA or
the Series 2005-A Supplement, or any information contained in a
computer file or microfiche list required to be delivered by the
Transferors pursuant to the RSA, (i) shall prove to have been
incorrect in any material respect when made or when delivered, which
continues to be incorrect in any material respect for a period of 60
days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Transferor by
the Receivables Trustee, or to the Transferor and the Receivables
Trustee by the Loan Note Issuer acting on the instructions of the
holder of the Related Debt then in issue and outstanding in respect of
Series 2005-A, and (ii) as a result of which there is a Material
Adverse Effect on the interests of the Loan Note Issuer (in respect of
Series 2005-A) and which unremedied continues during such 60 day
period to have a Material Adverse Effect for such period; PROVIDED,
HOWEVER, that a Series 2005-A Pay Out Event pursuant to this paragraph
(b) of Part 7 of the Series 2005-A Supplement shall not be deemed to
have occurred hereunder if the Transferor has complied with its
obligations pursuant to Clause 11 of the RSA, in respect of the
related Receivable, or all of such Receivables, if applicable, during
such period in accordance with the provisions of the RSA;
(c) the average Portfolio Yield for any three consecutive Monthly Periods
is less than the average Expense Rate for such period or on any
Determination Date before the end of the third monthly period from the
Closing Date, the average Portfolio Yield is less than the average
Expense Rate for that period;
- 86 -
(d) either:
(i) over any period of thirty consecutive days the amount of the
Transferor Interest averaged over that period is less than the
Minimum Transferor Interest for that period and the Transferor
Interest does not increase on or before the tenth Business Day
following such thirty day period to an amount such that the
average of the relevant Transferor Interest as a percentage of
the Average Principal Receivables for such thirty day period,
computed by assuming that the amount of the increase of such
Transferor Interest prior to or including the last day of such
ten Business Day period, as compared to the Transferor Interest
on the last day of such thirty day period shall be deemed to
have existed in the Receivables Trust during each day of such
thirty day period, is at least equal to the Minimum Transferor
Interest or
(ii) on the last day of any Monthly Period the aggregate amount of
Eligible Receivables is less than the Minimum Aggregate
Principal Receivables (as adjusted for any Series having a
Companion Series as described in the Supplement for such
Series), and the aggregate amount of Eligible Receivables fails
to increase to an amount equal to or greater than the Minimum
Aggregate Principal Receivables on or before the tenth Business
Day following that last day;
(e) any Servicer Default or Trust Cash Manager Default shall occur which
would have a Material Adverse Effect on the Loan Note Issuer (in
respect of Series 2005-A); or
(f) the Investor Interest shall not be reduced to zero on the Series
2005-A Scheduled Redemption Date;
(g) an early termination, without replacement, of any Swap Agreement shall
occur;
(h) the Loan Note Issuer is required to withhold or deduct any amounts for
or on account of any tax assessment or other governmental charge by
any jurisdiction as a result of any change in the laws of such
jurisdiction or any political subdivision or taxing authority thereof
which change becomes effective on or after the Closing Date.
then, in the case of any event described in paragraphs (a), (b) or (e) above
after the applicable grace period set out in such subparagraphs (if any),
either the Receivables Trustee or the Investor Beneficiary by notice then given
in writing to the Transferor, the Trust Cash Manager and the Servicer (and to
the Receivables Trustee if given by the Investor Beneficiary) may declare that
a pay out event (a "SERIES 2005-A PAY OUT EVENT") has occurred as of the date
of such notice. If the Investor Beneficiary gives such notice, it may only do
so on the instruction of the holder of the Related Debt. If the Receivables
Trustee gives such notice, it must also give notice to the Loan Note Issuer. In
the case of any event described in paragraphs (c), (d), (f), (g) or (h) above,
a Series 2005-A Pay Out Event shall occur without any notice or other action on
the part of the Receivables Trustee or the Loan Note Issuer immediately upon
the occurrence of such event.
A Series Pay Out Event which occurs in respect of paragraphs (c) or (d) is a
"REGULATED AMORTISATION TRIGGER EVENT" for Series 2005-A. A Series Pay Out
Event which occurs in respect
- 87 -
of all paragraphs (a), (b), (e), (f), (g) or (h) is a "RAPID AMORTISATION
TRIGGER EVENT" for Series 2005-A.
- 88 -
EXHIBIT B FORM OF MONTHLY STATEMENT
FORM OF MONTHLY STATEMENT
SERIES 0000-X
XXX XXXXX XXXX XX XXXXXXXX PLC
AS TRUST CASH MANAGER
__________________________________
RECEIVABLES TRUST
MONTHLY PERIOD ENDING
_________________________________
Capitalised terms used in this Statement have their respective meanings set out
in the Receivables Trust Deed and Trust Cash Management Agreement dated 27
March 2000, as amended and restated on 28 September 2000 and 27 October 2005,
as supplemented by the Series 2005-A Supplement dated * 2005.
A. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION
1. The total distribution in respect of Class A [POUND]___________
Monthly Principal Amount
2. The total distribution in respect of Class B [POUND]___________
Monthly Principal Amount
3. The total distribution in respect of Class C [POUND]___________
Monthly Principal Amount
4. The total amount of distribution in respect of [POUND]___________
the Class A Trustee Payment Amount for the
related Monthly Period
5. The total amount of distribution in respect of [POUND]___________
any Class A Trustee Payment Amount remaining
unpaid in respect of prior Monthly Periods
6. The total amount of distribution in respect of [POUND]___________
the Class B Trustee Payment Amount for the
related Monthly Period
7. The total amount of distribution in respect of [POUND]___________
any Class B Trustee Payment Amount remaining
unpaid
- 89 -
in respect of prior Monthly Periods
8. The total amount of distribution in respect of [POUND]___________
the Class C Trustee Payment Amount for the
related Monthly Period
9. The total amount of distribution in respect of [POUND]___________
any Class C Trustee Payment Amount remaining
unpaid in respect of prior Monthly Periods
10. The total amount of distribution in respect of [POUND]___________
the Loan Note Issuer Costs Amount for the
related Monthly Period
B. INFORMATION REGARDING THE CURRENT MONTHLY DISTRIBUTION REVOLVING
PERIOD AND FOR DISTRIBUTION DATES DURING THE CONTROLLED ACCUMULATION
PERIOD AND REGULATED AMORTISATION PERIOD ONLY
1. The amount of the distribution in respect of [POUND]___________
the Class A Monthly Finance Amount
2. The amount of the distribution in respect of [POUND]___________
the Class B Monthly Finance Amount
The amount of the distribution in respect of [POUND]___________
the Class C Monthly Finance Amount
C. INFORMATION REGARDING THE PERFORMANCE OF THE RECEIVABLES TRUST
1. Principal Collections
(a) The aggregate amount of Principal [POUND]___________
Collections processed during the
related Monthly Period
2. PRINCIPAL RECEIVABLES IN THE RECEIVABLES TRUST
- 90 -
3. DELINQUENT BALANCES
The aggregate amount of outstanding balances in the Accounts which
were delinquent as of the end of the day on the last day of the
related Monthly Period:
Aggregate Account Percentage Of Total
Balance Receivables in
Trust
(a) 30 59 days: [POUND]________ ________%
(b) 60 89 days: [POUND]________ ________%
(c) 90 119 days: [POUND]________ ________%
(d) 120 149 days: [POUND]________ ________%
(e) 150 or more days [POUND]________ ________%
Total [POUND]________ ________%
4. INVESTOR DEFAULT AMOUNT
5. INVESTOR CHARGE-OFFS [POUND]___________
6. INVESTOR SERVICING FEE
7. INVESTOR TRUST CASH MANAGEMENT FEE
8. REALLOCATIONS
9. AVAILABLE SPREAD ACCOUNT AMOUNT
10. REQUIRED SPREAD ACCOUNT AMOUNT
On the Transfer Date referred to in 9. Above [POUND]___________
11. PRINCIPAL FUNDING ACCOUNT
12. AVAILABLE FUNDS
13. COLLECTIONS OF FINANCE CHARGE RECEIVABLES
14. ACQUIRED INTERCHANGE
15. PORTFOLIO YIELD
(a) The Portfolio Yield for the Related ___________%
- 91 -
Monthly Period
(b) The Portfolio Adjusted Yield ___________%
16. The amount of Deferred Consideration the [POUND]___________
Receivables Trustee should pay to the
Transferors that month
17. The Required Retained Principal Collections Amount for the next
following Monthly Period
D. INFORMATION REGARDING SUB-CLASS ALLOCATIONS IF REQUIRED
1. Amounts attributable to Class A allocated by Sub-Class
Class A Monthly Distribution Amount
Class A1 Monthly Distribution Amount (if any) [POUND]___________
Class A2 Monthly Distribution Amount (if any) [POUND]___________
Class A3 Monthly Distribution Amount (if any) [POUND]___________
Class A Monthly Principal Amounts
Class A1 Monthly Principal Amount (if any) [POUND]___________
Class A2 Monthly Principal Amount (if any) [POUND]___________
Class A3 Monthly Principal Amount (if any) [POUND]___________
2. Amounts attributable to Class B allocated by Sub-Class
Class B Monthly Distribution Amount
Class B1 Monthly Distribution Amount (if any) [POUND]___________
Class B2 Monthly Distribution Amount (if any) [POUND]___________
Class B3 Monthly Distribution Amount (if any) [POUND]___________
Class B Monthly Principal Amounts
Class B1 Monthly Principal Amount (if any) [POUND]___________
Class B2 Monthly Principal Amount (if any) [POUND]___________
Class B3 Monthly Principal Amount (if any) [POUND]___________
3. Amounts attributable to Class C allocated by Sub-Class
Class C Monthly Distribution Amount
- 92 -
Class C1 Monthly Distribution Amount (if any) [POUND]___________
Class C2 Monthly Distribution Amount (if any) [POUND]___________
Class C3 Monthly Distribution Amount (if any) [POUND]___________
Class C Monthly Principal Amounts
Class C1 Monthly Principal Amount (if any) [POUND]___________
Class C2 Monthly Principal Amount (if any) [POUND]___________
Class C3 Monthly Principal Amount (if any) [POUND]___________
The Royal Bank of Scotland plc,
Trust Cash Manager
By: _________________
Name:
Title:
- 93 -
EXHIBIT C FORM OF MONTHLY PAYMENT ADVICE AND NOTIFICATION TO THE
RECEIVABLES TRUSTEE
RECEIVABLES TRUST SERIES 2005-A
Capitalised terms used in this certificate have their respective meanings set
out in the Master Definitions Schedule and in the Receivables Trust Deed and
Trust Cash Management Agreement PROVIDED, HOWEVER, that the "preceding Monthly
Period" shall mean the Monthly Period immediately preceding the calendar month
in which this notice is delivered. References herein to certain Clauses and
paragraphs are references to the respective Clauses and paragraphs of the
Receivables Trust Deed and Trust Cash Management Agreement. This certificate is
delivered pursuant to Clause 5.10, Clause 5.11, Clause 5.12 and Clause
5.20(a)(iv) of the Receivables Trust Deed and Trust Cash Management Agreement
as supplemented by the Series 2005-A Supplement.
(A) The Royal Bank of Scotland plc is the Trust Cash Manager under
the Receivables Trust Deed and Trust and Cash Management
Agreement.
(B) The undersigned is an Authorised Officer.
(C) The date of this notice is a date on or before a Transfer Date
under the Receivables Trust Deed and Trust Cash Management
Agreement.
I. ADVICE TO MAKE A WITHDRAWAL
A. FROM AMOUNTS CREDITED TO THE FINANCE CHARGE COLLECTIONS LEDGER
Pursuant to Clause 5.10, the Trust Cash Manager hereby advises the
Receivables Trustee (i) to make a withdrawal from the Trustee
Collection Account on , which date is a Transfer Date under the
Receivables Trust Deed and Trust Cash Management Agreement, in an
aggregate amount set out below in respect of the following amounts and
(ii) to apply the proceeds of such withdrawal in accordance with
Clause 5.10.
1. Pursuant to Clause 5.10(a)(i):
(i) Class A Trustee Payment Amount [POUND]___________
(ii) accrued and unpaid Class A Trustee [POUND]___________
Payment Amount
2. Pursuant to Clause 5.10(a)(ii):
(i) Loan Note Issuer Costs Amount [POUND]___________
3. Pursuant to Clause 5.10(a)(iii):
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(i) Class A Monthly Finance Amount [POUND]___________
(ii) Class A Deficiency Amount [POUND]___________
(iii) Class A Additional Finance Amount [POUND]___________
4. Pursuant to Clause 5.10(a)(iv):
(i) Class A Servicing Fee [POUND]___________
(ii) Class A Cash Management Fee [POUND]___________
(iii) accrued and unpaid Class A Servicing [POUND]___________
Fee
(iv) accrued and unpaid Class A Cash [POUND]___________
Management Fee
5. Pursuant to Clause 5.10(a)(v):
Class A Investor Default Amount [POUND]___________
6. Pursuant to Clause 5.10(a)(vi):
Portion of Available Spread from Class A [POUND]___________
Available Funds to be allocated
and distributed as set out in Clause 5.15
7. Pursuant to Clause 5.10(b)(i):
(i) Class B Trustee Payment Amount [POUND]___________
(ii) accrued and unpaid Class B Trustee [POUND]___________
Payment
8. Pursuant to Clause 5.10(b)(ii):
(i) Class B Monthly Finance Amount [POUND]___________
(ii) Class B Deficiency Amount [POUND]___________
(iii) Class B Additional Finance Amount [POUND]___________
9. Pursuant to Clause 5.10(b)(iii):
(i) Class B Servicing Fee [POUND]___________
(ii) Class B Cash Management Fee [POUND]___________
(iii) accrued and unpaid Class B Servicing [POUND]___________
Fee
- 95 -
(iv) accrued and unpaid Class B Cash [POUND]___________
Management Fee
10. Pursuant to Clause 5.10(b)(iv):
(i) portion of Available Spread from [POUND]___________
Class B Available Funds to be
allocated and distributed as set
out in Clause 5.15
11. Pursuant to Clause 5.10(c)(i):
(i) Class C Trustee Payment Amount [POUND]___________
(ii) accrued and unpaid Class C Trustee [POUND]___________
Payment
12. Pursuant to Clause 5.10(c)(ii):
(i) Class C Servicing Fee [POUND]___________
(ii) Class C Cash Management Fee [POUND]___________
(iii) Accrued and unpaid Class C Servicing [POUND]___________
Fee
(iv) Accrued and unpaid Class C Cash [POUND]___________
Management Fee
13. Pursuant to Clause 5.10(c)(iii):
(i) Portion of Available Spread from [POUND]___________
Class C Available Funds to be
allocated and distributed as set
out in Clause 5.15
B. FROM AMOUNTS CREDITED TO THE PRINCIPAL COLLECTIONS LEDGER ON THE
SERIES COLLECTION ACCOUNT
Pursuant to Clause 5.11 the Trust Cash Manager hereby advises the Receivables
Trustee (i) to make a withdrawal from amounts of Undivided Bare Trust Property
credited to the Principal Collections Ledger in the Trustee Collection Account
on , which is a Transfer Date under the Receivables Trust Deed and Trust Cash
Management Agreement, in an aggregate amount set out below in respect of the
following amounts and (ii) to apply the proceeds of such withdrawal in
accordance with Clause 5.11.
1. Pursuant to Clause 5.11(a)(i);
(i) Amount to be treated as Shared [POUND]___________
Principal
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Collections
2. Pursuant to Clause 5.11(b)(i) or (b)(ii):
(i) Class A Monthly Principal Amount [POUND]___________
3. Pursuant to Clause 5.11(b)(iii) or
5.11(b)(iv):
(i) Class B Monthly Principal Amount [POUND]___________
4. Pursuant to Clause 5.11(b)(v) or 5.11(b)(vi):
(i) Class C Monthly Principal Amount [POUND]___________
5. Pursuant to Clause 5.11(b)(vii) or (viii)):
(i) Amount to be treated as Shared [POUND]___________
Principal Collections
6. Pursuant to Clause 5.11(b)(ix):
(i) Amount remaining from preceding [POUND]___________
Monthly Period to be treated as
Investor Cash Available for
Acquisition
(ii) Amount to be paid to the [POUND]___________
Transferor Beneficiaries
(iii) Unavailable Principal Collections [POUND]___________
C. FROM AMOUNTS CREDITED TO THE SERIES 05A SPREAD ACCOUNT LEDGER ON THE
SPREAD ACCOUNT PURSUANT TO CLAUSE 5.19(A)(IV) (B)(1)
The Trust Cash Manager hereby advises the Receivables Trustee to make
a withdrawal from amounts credited to the Series 2005-A Spread Account
Ledger of the Spread Account on which date is a Transfer Date under
the Receivables Trust Deed and Trust Cash Management Agreement, in an
aggregate amount as set out in paragraph 3 below and shall deposit
such amount in the Series Collection Account to the credit of the
Series 2005-A Finance Charge Collections Ledger:
1. The total amount of Finance Charge [POUND]___________
Collections and Acquired Interchange
distributed to Series 2005-A credited to
the Series 2005-A Finance Charge
Collections Ledger for the preceding
Monthly Period;
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2. The sum of (i) the Class A Monthly Required [POUND]___________
Expense Amount plus (ii) the Class B Monthly
Required Expense Amount plus (iii) the
Class C Monthly Required Expense Amount plus
(iv) the Investor Servicing Fee for the
preceding Monthly Period plus (v) the
Investor Cash Management Fee for the
preceding Monthly Period plus (iv) the
Aggregate Investor Default Amount, if any,
for the preceding Monthly Period
3. The excess, if any of 2. Over 1. (the [POUND]___________
"TOTAL WITHDRAWAL AMOUNT")
D. FROM AMOUNTS CREDITED TO THE SERIES 05A PRINCIPAL FUNDING ACCOUNT
LEDGER ON THE PRINCIPAL FUNDING ACCOUNT
The Trust Cash Manager hereby advises the Receivables Trustee (i) to
make a withdrawal from amounts credited to the Series 2005-A Principal
Funding Account Ledger of the Principal Funding Account on which date
is a Distribution Date under the Receivables Trust Deed and Trust Cash
Management Agreement, in the amount as set out below and (ii) to apply
the proceeds of such withdrawal in accordance with Clause 5.08(c)(i),
Clause 5.08(d)(i) and Clause 5.08(e)(i) by depositing such amount into
the Series 2005-A Loan Note Issuer Distribution Account.
[POUND]___________
E. FROM AMOUNTS CREDITED TO THE SERIES 2005-A FINANCE CHARGE COLLECTIONS
LEDGER OR SERIES 2005-A PRINCIPAL COLLECTIONS LEDGER
The Trust Cash Manager hereby advises the Receivables Trustee (i) to
make a withdrawal from amounts credited to the Series 2005-A Finance
Charge Collections Ledger or Series 2005-A Principal Collections
Ledger as appropriate on which date is a Distribution Date under the
Receivables Trust Deed and Trust Cash Management Agreement, in the
amount as set out below in respect of the following amounts and (ii)
to apply the proceeds of such withdrawal in accordance with the
following Clauses:
1. Pursuant to Clause 5.10(a):
(i) Amount to be deposited into the [POUND]___________
Series 2005-A Loan Note Issuer
Distribution Account identified,
and in the relevant ledger for,
Class A
2. Pursuant to Clause 5.11(a):
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(i) Amount to be deposited into the [POUND]___________
Series 2005-A Ledger Distribution
Account identified, and in the
relevant ledger for, Class A
F. FROM AMOUNTS CREDITED TO THE SERIES 2005-A FINANCE CHARGE COLLECTIONS
LEDGER OR SERIES 0000-X XXXXXXXXX XXXXXXXXXXX XXXXXX XX THE SERIES
COLLECTION ACCOUNT
The Trust Cash Manager hereby instructs the Receivables Trustee (i) to
make a withdrawal from amounts credited to the Series 2005-A Finance
Charge Collections Ledger or Series 2005-A Principal Collections
Ledger as appropriate on which date is a Distribution Date under the
Receivables Trust Deed and Trust Cash Management Agreement, in the
amount as set out below in respect of the following amount and (ii)
apply the proceeds of such withdrawal in accordance with the following
Clauses:
1. Pursuant to Clause 5.10(b)
(i) Amount to be deposited into Series [POUND]___________
2005-A Loan Note Issuer Distribution
Account identified, and in the
relevant ledger, for Class B
2. Pursuant to Clause 5.11(a):
(i) Amount to be deposited into Series [POUND]___________
2005-A Loan Note Issuer Distribution
Account identified, and in
the relevant ledger for, Class B
G. FROM AMOUNTS CREDITED TO THE SERIES 2005-A FINANCE CHARGE COLLECTIONS
LEDGER OR SERIES 0000-X XXXXXXXXX XXXXXXXXXXX XXXXXX XX THE SERIES
COLLECTION ACCOUNT
The Trust Cash Manager hereby advises the Receivables Trustee (i) to
make a withdrawal from amounts credited to the Series 2005-A Finance
Charge Collections Ledger or Series 2005-A Principal Collections
Ledger as appropriate on which date is a Distribution Date under the
Receivables Trust Deed and Trust Cash Management Agreement, in the
amount as set out below in respect of the following amount and (ii)
apply the proceeds of such withdrawal in accordance with the following
Clauses:
1. Pursuant to Clause 5.10(c):
(i) Amount to be deposited into Series [POUND]___________
2005-A Loan Note Issuer Distribution
Account
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identified, and in the relevant
ledger, for Class C
2. Pursuant to Clause 5.11(a):
(i) Amount to be deposited into Series [POUND]___________
2005-A Loan Note Issuer Distribution
Account identified, and in
the relevant ledger, for Class C
II APPLICATION
Pursuant to Clause 5.15, the Trust Cash Manager hereby advises the
Receivables Trustee to apply the Available Spread with regard to the
related Monthly Period to make the following distributions in the
following priority:
(a) an amount equal to the Class A [POUND]___________
Required Amount, if any, with respect
to such Transfer Date will be used to
fund the Class A Required Amount and
be allocated and applied in accordance
with, and in the priority set out in
Clause 5.10(a);
(b) an amount equal to the aggregate [POUND]___________
amount of Class A Investor
Charge-Offs which have not been
previously reinstated will be
utilised to reinstate the Class A
Investor Interest and be treated as
a portion of Investor Principal
Collections and credited to the
Principal Collections Ledger on such
Transfer Date;
(c) an amount equal to the Class B [POUND]___________
Required Amount, if any, with respect
to such Transfer Date will be
used to fund the Class B Required
Amount and be allocated and applied
first in accordance with, and
in the priority set out in,
Clause 5.10(b) and then any amount
available to pay the Class B
Investor Default Amount shall be
allocated to Class B and
treated as a portion of Investor
Principal Collections allocated to
Class B and credited to the Principal
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Collections Ledger on such Transfer
Date;
(d) an amount equal to the aggregate [POUND]___________
amount by which the Class B Investor
Interest has been reduced below
the Class B Initial Investor Interest
for reasons other than the payment of
principal amounts to Class B (but not
in excess of the aggregate amount
of such reductions which have not
been previously reinstated) will be
utilised to reinstate the Class B
Investor Interest and treated as a
portion of Investor Principal
Collections and credited to the
Principal Collections Ledger on such
Transfer Date;
(e) an amount equal to the Class C [POUND]___________
Monthly Finance Amount will be
credited to the Series 2005-A Loan
Note Issuer Distribution Account
credited to the Class C ledger;
(f) an amount equal to the Class C [POUND]___________
Deficiency Amount will be credited
to the Series 2005-A Loan Note
Issuer Distribution Account,
credited to the Class C ledger;
(g) an amount equal to the Class C [POUND]___________
Additional Finance Amount will be
credited to the Series 2005-A Loan
Note Issuer Distribution Account
credited to the Class C ledger;
(h) an amount equal to the aggregate [POUND]___________
amount by which the Class C Investor
Interest has been reduced below
the Class C Initial Investor Interest
for reasons other than the payment of
principal amounts to Class C (but not
in excess of the aggregate amount
of such reductions which have not
been previously reinstated) will be
utilised to reinstate the Class C
Investor Interest and treated as a
portion of Investor Principal
Collections allocated to Class C
and credited to the Principal
Collections Ledger
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on such Transfer Date;
(i) an amount equal to the Class C [POUND]___________
Amount shall be allocated to Class C
and treated as a portion of Investor
Principal Collections allocated
to Class C and credited to the
Principal Collections Ledger on such
Transfer Date;
(j) on each Transfer Date from and after [POUND]___________
Account Funding Date, but prior to
the date on which the Series 2005-A
Reserve Account Ledger terminates as
described in Clause 5.22(f), an amount
up to the excess, if any, of the
Required Reserve Amount over the
Available Reserve Account Amount shall
be allocated to the Loan Note Issuer
and deposited into the Reserve Account
for Series 2005-A;
(k) on any Distribution Date on which [POUND]___________
the Available Spread Account Amount
is less than the Required Spread
Amount, an amount up to the excess,
if any, of the Required Spread Amount
over the Available Spread Account
Amount will be allocated to the
Investor Beneficiary and deposited
into the Spread Account;
(l) an amount equal to the Aggregate [POUND]___________
Investor Indemnity Amount, if any,
for the prior Monthly Period (
together with any amounts in respect
of previous Monthly Periods which are
unpaid) will be allocated to the
Investor Beneficiary and (to the
extent Class A does not meet such
payment itself from other sources)
paid by the Receivables Trustee on
behalf of the Investor Beneficiary
to the Transferor whereupon such
amount shall cease to be Trust
Property and shall be owned by the
Transferor absolutely;
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(m) an amount equal to the Series 2005-A [POUND]___________
Extra Amount for such Transfer Date
will be allocated to the Investor
Beneficiary and paid into the Series
2005-A Loan Note Issuer Distribution
Account whereupon such amount shall
cease to be Trust Property and
shall be owned by the Investor
Beneficiary absolutely; and
(n) the balance, if any, after giving [POUND]___________
effect to the payments made pursuant
to paragraphs (a) through (o)
inclusive) above shall be paid to
the Receivables Trustee whereupon
such amount shall cease to be
Trust Property and shall be owned by
the Receivables Trustee absolutely.
III ACCRUED AND UNPAID AMOUNTS
After giving effect to the withdrawals and transfers to be made in
accordance with this notice, the following amounts will be accrued and
unpaid with respect to all Monthly Periods preceding the current
calendar month.
A. Clause 5.10(a), (b) and (c)
The aggregate amount of all Deficiency [POUND]___________
Amounts
B. Clause 5.10
(i) the aggregate amount of all accrued [POUND]___________
and unpaid Investor Servicing Fees
(ii) the aggregate amount of all accrued [POUND]___________
and unpaid Investor Cash Management
Fees
C. Clause 5.13
The aggregate amount of all unreimbursed [POUND]___________
Investor Charge-Offs
D. Clause 5.14
The aggregate amount of all accrued and [POUND]___________
unpaid Aggregate Investor Indemnity Amounts
allocable to Series 2005-A
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IV SUB-CLASS CALCULATIONS - IF REQUIRED
A. Amounts attributable to Class A allocated by Sub-Class
Class A Monthly Distribution Amount
Class A1 Monthly Distribution Amount (if any) [POUND]___________
Class A2 Monthly Distribution Amount (if any) [POUND]___________
Class A3 Monthly Distribution Amount (if any) [POUND]___________
Class A Monthly Principal Amounts
Class A1 Monthly Principal Amount (if any) [POUND]___________
Class A2 Monthly Principal Amount (if any) [POUND]___________
Class A3 Monthly Principal Amount (if any) [POUND]___________
B. Amounts attributable to Class B allocated by Sub-Class
Class B Monthly Distribution Amount
Class B1 Monthly Distribution Amount (if any) [POUND]___________
Class B2 Monthly Distribution Amount (if any) [POUND]___________
Class B3 Monthly Distribution Amount (if any) [POUND]___________
Class B Monthly Principal Amounts
Class B1 Monthly Principal Amount (if any) [POUND]___________
Class B2 Monthly Principal Amount (if any) [POUND]___________
Class B3 Monthly Principal Amount (if any) [POUND]___________
A. Amounts attributable to Class C allocated by Sub-Class
Class C Monthly Distribution Amount
Class C1 Monthly Distribution Amount (if any) [POUND]___________
Class C2 Monthly Distribution Amount (if any) [POUND]___________
Class C3 Monthly Distribution Amount (if any) [POUND]___________
Class C Monthly Principal Amounts
Class C1 Monthly Principal Amount (if any) [POUND]___________
Class C2 Monthly Principal Amount (if any) [POUND]___________
Class C3 Monthly Principal Amount (if any) [POUND]___________
[POUND]___________
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IN WITNESS WHEREOF, the undersigned has duly executed this certificate
this day of ,
The Royal Bank of Scotland plc
By:_______________________
Name:
Title:
- 105 -
EXHIBIT D SCHEDULE TO EXHIBIT B
MONTHLY SERVICER'S REPORT
MONTHLY PERIOD ENDING
RECEIVABLES TRUST SERIES 2005-A
1. The aggregate amount of the Investor [POUND]___________
Percentage of Principal Collections
2. The aggregate amount of the Investor [POUND]___________
Percentage of Finance Charge Collections
3. The aggregate amount of the Investor [POUND]___________
Percentage of Annual Membership Fees
4. The aggregate amount of the Investor [POUND]___________
Percentage of Acquired Interchange
5. The aggregate amount of funds credited to [POUND]___________
the Finance Charge Collections Ledger
allocable to Series 2005-A
6. The aggregate amount of funds credited to [POUND]___________
the Principal Collections Ledger allocable
to Series 2005-A
7. The aggregate amount of funds credited to [POUND]___________
the Principal Collections Ledger calculated
as Investor Cash Available for Acquisition
for Series 2005-A during the preceding
Monthly Period in accordance with
Clauses 5.06(a) and 5.06(b)
8. The aggregate amount to be withdrawn from [POUND]___________
the Finance Charge Collections Ledger and
paid to the Spread Account pursuant to
Clause 5.15(e)
9. The excess, if any, of the Required Spread [POUND]___________
Amount over the Available Spread Amount
10. The aggregate amount to be withdrawn from [POUND]___________
the Spread Account and paid on behalf of
Series 2005-A in accordance with
Clause 5.19(b)(iv)(A)
11. The Available Spread Amount on the Transfer [POUND]___________
Date of the current calendar month, after
giving effect to the deposits and
withdrawals specified above, is
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equal to
12. The amount of interest payable in respect
of Related Debt by
(i) Class A [POUND]___________
(ii) Class B [POUND]___________
(iii) Class C [POUND]___________
13. The amount of principal payable in respect
of Related Debt by
(i) Class A [POUND]___________
(ii) Class B [POUND]___________
(iii) Class C [POUND]___________
14. The sum of all amounts payable in respect
of Related Debt to
(i) Class A [POUND]___________
(ii) Class B [POUND]___________
(iii) Class C [POUND]___________
15. To the knowledge of the undersigned, no
Series Pay Out Event or Trust Pay Out
Event has occurred except as described
below:
None
IN WITNESS WHEREOF, the undersigned has duly executed and delivered
this day of.
The Royal Bank of Scotland plc,
By: ................
Name:
Title:
- 107 -
RECEIVABLES TRUSTEE
EXECUTED AS A DEED BY )
SOUTH GYLE RECEIVABLES TRUSTEE LIMITED )
by one of its directors )
in the presence of: )
PROCESS AGENT
Xxxxxxxx Chance Secretaries
Limited
000 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
TRANSFEROR BENEFICIARY,
SERVICER, TRUST CASH MANAGER AND TRANSFEROR
EXECUTED AS A DEED BY )
THE ROYAL BANK OF SCOTLAND PLC )
acting by its duly authorised attorney )
in the presence of: )
PROCESS AGENT
Xxxxxxxx Chance Secretaries
Limited
000 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
TRANSFEROR BENEFICIARY AND TRANSFEROR
EXECUTED AS A DEED BY )
NATIONAL WESTMINSTER BANK PLC )
acting by its duly authorised attorney )
in the presence of: )
LOAN NOTE ISSUER AND INVESTOR BENEFICIARY
EXECUTED AS A DEED BY )
RBS CARDS SECURITISATION FUNDING LIMITED )
by one of its directors )
in the presence of: )
PROCESS AGENT
Xxxxxxxx Chance Secretaries
Limited
000 Xxxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
- 108 -
- 109 -
SCHEDULE 1
SUB-CLASS DEFINITIONS
[RESERVED]
- 110 -
